Details of Votes cast during the quarter ended : 30 Sep ...
Transcript of Details of Votes cast during the quarter ended : 30 Sep ...
Meeting Date Company NameType of
Meeting
Proposal by
Management
or Shareholder
Proposal's Description
Investee company’s
Management
Recommendation
Vote
For/Against/Ab
stain
Reason supporting the vote decision
03-Jul-2020 RALLIS INDIA LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
03-Jul-2020 RALLIS INDIA LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
03-Jul-2020 RALLIS INDIA LTD. AGM ManagementTo declare final dividend of Rs.2.5 per
equity share (face value Re.1)For For
The company has proposed a final dividend of Rs. 2. 5
per equity share of face value Re. 1. 0 for the year ended
31 March 2020. The total dividend outflow including
dividend tax for 2020 is Rs. 0. 5 bn. The dividend payout
ratio for 2020 is 28%.
03-Jul-2020 RALLIS INDIA LTD. AGM ManagementReappoint R. Mukundan (DIN:
00778253) as DirectorFor For
R. Mukundan is the Managing Director and CEO of Tata
Chemicals Limited, the holding company and non-
executive non-independent director on the board of
Rallis. He retires by rotation. His reappointment is in line
with regulations.
03-Jul-2020 RALLIS INDIA LTD. AGM Management
Ratify remuneration of Rs. 500,000
payable to D. C. Dave & Co, as cost
auditors for FY21
For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
06-Jul-2020TATA CONSUMER
PRODUCTS LTD.AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
06-Jul-2020TATA CONSUMER
PRODUCTS LTD.AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
06-Jul-2020TATA CONSUMER
PRODUCTS LTD.AGM Management
Approve final dividend of Rs. 2.7 per
share of face value Re.1.0 each for
FY20
For For
The dividend for FY20 has increased to Rs. 2. 7 for FY20,
compared to Rs. 2. 5 in FY19. The total dividend outflow
for FY20 is Rs. 3. 4 bn and the dividend payout ratio is 65.
4%.
06-Jul-2020TATA CONSUMER
PRODUCTS LTD.AGM Management
Reappoint Harish Bhat (DIN:
00478198) as Non-Executive Non-
Independent Director
For For
Harish Bhat, 58, represents Tata Sons Limited on the
board. He is also the Chairperson of Tata Coffee Ltd. And
has served on the board for the past six years. His
reappointment is in line with all statutory requirements.
06-Jul-2020TATA CONSUMER
PRODUCTS LTD.AGM Management
Ratify remuneration of Rs. 0.4 mn
payable to M/s Shome & Banerjee, as
cost auditors for FY21
For For
The remuneration proposed to be paid to the cost
auditor in FY21 is reasonable compared to the size and
scale of operations.
IndiaFirst Life Insurance Company Limited
Details of Votes cast during the quarter ended : 30 Sep, of the Financial year 2020-2021
06-Jul-2020TATA CONSUMER
PRODUCTS LTD.AGM Management
Appoint Sunil D’Souza as Managing
Director and Chief Executive Officer
for a term of five years w.e.f. 4 April
2020 and fix his remuneration
For For
Sunil D’ Souza, 53, joins TCPL from Whirlpool of India Ltd.
, where he served as the Managing Director. He has over
25 years of experience working in various leadership
positions in the consumer products and consumer
durables sectors. He was paid a remuneration of Rs. 50.
3 mn (excluding perquisite value of exercised stock
options) in FY19 at Whirlpool of India and we estimate
FY21 remuneration for Sunil D’Souza at Rs. 75. 0 mn
(excluding Rs. 15. 0 bn to be paid as joining bonus). His
proposed remuneration is reasonable, in line with peers
and commensurate with the overall performance of the
company. Further, Sunil D’ Souza is a professional,
whose skill carry a market value. The disclosures in the
resolution by TCPL are superior to the disclosures made
in similar resolutions by other companies.
06-Jul-2020 SHREE CEMENT LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
06-Jul-2020 SHREE CEMENT LTD. AGM ManagementConfirm interim dividend of Rs. 110.0
per share (face value Rs. 10.0)For For
The company paid an interim dividend in February 2020
– which includes Rs 70. 0 per share as normal dividend
and Rs 40. 0 per share as additional dividend. The
company paid total dividend of Rs 60. 0 per share in
FY19. The company will not be paying any final dividend
for the year. Total dividend for FY20 amounts to Rs 4. 8
bn (including dividend distribution tax). The dividend
payout ratio is 30. 6%.
06-Jul-2020 SHREE CEMENT LTD. AGM ManagementReappoint Prashant Bangur (DIN:
00403621), as DirectorFor For
Prashant Bangur, 39, is part of the promoter family and
joint managing director of Shree Cement. He retires by
rotation and his reappointment is in line with statutory
requirements.
06-Jul-2020 SHREE CEMENT LTD. AGM Management
Ratify remuneration of Rs. 500,000
payable to K G Goyal & Associates as
cost auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of operations.
06-Jul-2020 SHREE CEMENT LTD. AGM Management
Appoint Ms. Uma Ghurka (DIN:
00351117), as Independent Director
for five years from 11 November 2019
For For
Ms. Uma Ghurka, 66, is a Bachelor of Technology
(electrical engineering) from IIT, Chennai. She is a
technocrat and an entrepreneur. She is founder of the
Thermopads group, which is engaged in the area of
flexible heating systems (thermal heating pads). Her
appointment as independent director is in line with
statutory requirements.
06-Jul-2020 SHREE CEMENT LTD. AGM Management
Reappoint Sanjiv Krishnaji Shelgikar
(DIN: 00094311), as Independent
Director for five years from 5 August
2020
For For
Sanjiv Krishnaji Shelgikar, 65, is a Chartered Accountant.
He has worked with finance department of the Videocon
group handling all local IPO’s, international mobilization
of debt and equity, global and local merger and
acquisition, domestic and international structured
financial products for the group’s finances. He has been
on the board of Shree Cements for 5 years since August
2015. His reappointment as independent director is in
line with statutory requirements.
06-Jul-2020 A C C LTD. AGM ManagementAdoption of financial statements for
the year ended 31 December 2019For For Nothing objectionable.
06-Jul-2020 A C C LTD. AGM Management
Confirm the payment of interim
dividend of Rs. 14 per equity share
(face value Rs 10) for 2019
For For
The company had proposed a final of Rs. 14. 0 per equity
share for the year ended 2019 which was subject to
shareholder approval at the AGM. However, due to the
spread of the Covid-19 pandemic and nation level
lockdown imposed by the Government; the AGM could
not be conducted. The distribution of dividends was thus
delayed. Given the large number of retail shareholders,
the board in its meeting of 12 May 2020, recalled the
payment of final dividend and paid the same amount as
interim dividend on 28 May 2020 instead. The total
dividend outflow including dividend tax for 2019 is Rs. 3.
2 bn. The dividend payout ratio for the year is ~23. 3% of
standalone PAT.
06-Jul-2020 A C C LTD. AGM Management
Reappoint Martin Kriegner
(DIN:00077715) as Non-Executive Non-
Independent Director
For For
Martin Kriegner is an Austrian national and has been a
member of the Executive Committee of LafargeHolcim
since August 2016 and is Region Head of Asia Pacific. He
is liable to retire by rotation and his reappointment as
Non-Executive Non-Independent Director is in line with
statutory requirements.
06-Jul-2020 A C C LTD. AGM Management
Reappoint Vijay Kumar Sharma
(DIN:02449088) as Non-Executive Non-
Independent Director
For For
Vijay Kumar Sharma was Chairperson, Life Insurance
Corporation of India (LIC) till 1 January 2019. He
continues to represent the interests of LIC on the board:
LIC held 5. 7% equity in ACC on 31 December 2019. Vijay
Kumar Sharma is liable to retire by rotation and his
reappointment is in line with statutory requirements.
06-Jul-2020 A C C LTD. AGM Management
Reappoint Neeraj Akhoury (DIN:
07419090) as Non-Executive Director
liable to retire by rotation from 21
February 2020
For For
Neeraj Akhoury is the former CEO and MD of ACC
Limited. He will be liable to retire by rotation and his
reappointment as non-executive director is in line with
statutory requirements.
06-Jul-2020 A C C LTD. AGM Management
Appoint Sridhar Balakrishnan (DIN:
08699523) as Executive Director from
20 February 2020, not liable to retire
by rotation
For For
Sridhar Balakrishnan was appointed as the MD and CEO
of ACC Limited from 20 February 2020. His appointment
as executive director is in line with statutory
requirements. We do not support director appointments
that are not liable to retire by rotation because it creates
board permanency; however, because Sridhar
Balakrishnan is being appointed for a fixed term
(resolution #7), there will be an opportunity to vote on
his reappointment.
06-Jul-2020 A C C LTD. AGM Management
Appoint Sridhar Balakrishnan (DIN:
08699523) as Managing Director and
CEO for a term of five years from 21
February 2020 and fix his
remuneration
For For
Sridhar Balakrishnan, 50, has been with ACC since July
2018 and was Chief Commercial Officer before being
appointed MD and CEO. The disclosures on his proposed
remuneration are open-ended. He is eligible to be paid
through the long-term incentive plan of LafargeHolcim
Limited (LH), the holding company: the amount has not
been capped / disclosed. We recommend that
companies disclose an absolute cap on the amount of
remuneration (including incentives/commission) that is
proposed to be paid to directors. We estimate the total
remuneration for Sridhar Balakrishnan at Rs. 78. 9 mn (0.
4% of 2019 PBT), which is in line with peers and
commensurate with the size and complexity of his
responsibilities. We do not support director
appointments that are not liable to retire by rotation
because it creates board permanency; however, because
Sridhar Balakrishnan is being appointed for a fixed term,
there will be an opportunity to vote on his
reappointment.
06-Jul-2020 A C C LTD. AGM Management
Ratify Messrs D C Dave & Co as cost
auditors for 2020 and fix their
remuneration
For For
The total proposed remuneration for cost auditors in
2020 at Rs. 0. 8 mn is reasonable compared to the size
and scale of operations.
06-Jul-2020 A C C LTD. AGM Management
Approve payment of commission to
Non-Executive Directors of upto 1% of
profits for a period of five years from
2020
For For
The company had obtained shareholders’ approval in
March 2015 for paying commission, not exceeding 1%, to
non-executive directors for a period of five years. The
company proposes to pay such commission to its non-
executive directors for a further period of five years. The
company paid a total of Rs. 16. 3 mn (0. 08% of PBT) as
commission to its non-executive directors in 2019, and
between 0. 08% and 0. 13% over the past five years. As
profits grow, we expect the company to be judicious in
paying commission to its non-executive directors.
Companies must set a cap in absolute terms on the
commission payable.
07-Jul-2020BRITANNIA INDUSTRIES
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
07-Jul-2020BRITANNIA INDUSTRIES
LTD.AGM Management
Confirm interim dividend of Rs. 35 per
share (face Value Rs. 1.0 each)For For
The total dividend payout (including dividend
distribution tax) for FY20 aggregates to Rs. 8. 4 bn. The
dividend payout ratio for FY20 was 60%.
07-Jul-2020BRITANNIA INDUSTRIES
LTD.AGM Management
Reappoint Nusli N. Wadia (DIN:
00015731) as Director liable to retire
by rotation
For For
Nusli N. Wadia, 76, is part of the promoter group and a
non-executive director. He was appointed on the Prime
Ministers Council on Trade and Industry between 1998 –
2004 and has held several other distinguished positions.
He attended 100% of the meetings in FY20. He retires by
rotation and his reappointment is in line with statutory
requirements.
07-Jul-2020BRITANNIA INDUSTRIES
LTD.AGM Management
Appoint Walker Chandiok & Co as
statutory auditors for a period of five
years and authorize the board to fix
their remuneration
For For
Britannia is rotating its auditors. The board proposes to
appoint Walker Chandiok and Co (part of the Grant
Thornton India network) as statutory auditors for a
period of five years. Their appointment is in line with the
statutory requirements. Even so, there is no disclosure
on the proposed audit fees, which is a mandatory
requirement under SEBI LODR.
07-Jul-2020 SANOFI INDIA LTD. AGM ManagementAdoption of financial statements for
the year ended 31 December 2019For For Nothing objectionable.
07-Jul-2020 SANOFI INDIA LTD. AGM Management
Approve final dividend of Rs. 106 per
share and a special one-time dividend
of Rs. 243 per share
For For
The total dividend for 2019 is Rs. 349, while Sanofi India
paid a total dividend of Rs. 84 in 2018. The total dividend
outflow for 2019 is Rs. 8. 0 bn. The dividend payout ratio
for 2019 is 194. 1% (61. 3% in 2018).
07-Jul-2020 SANOFI INDIA LTD. AGM ManagementReappoint Rajaram Narayanan (DIN:
02977405) as DirectorFor For
Rajaram Narayanan, 51, had joined the Sanofi group in
2014 as Country Head and General Manager. He is the
Managing Director and has served on the board since 21
October 2015 and as the managing director since 1
January 2018. His reappointment is in line with all
statutory requirements.
07-Jul-2020 SANOFI INDIA LTD. AGM ManagementAppoint Cherian Mathew (DIN:
08522813) as a DirectorFor For
Cherian Mathew, 55, is a chemical engineer from IIT
Kharagpur and is the Head of Manufacturing Operations
at Sanofi India. His appointment as director is in line with
all statutory requirements.
07-Jul-2020 SANOFI INDIA LTD. AGM Management
Appoint Cherian Mathew (DIN:
08522813) as Executive Director for a
period of five years from 29 July 2019
and fix his remuneration
For For
Cherian Mathew has been associated with the Sanofi
group for the last 26 years and has held various
positions. We estimate his FY21 remuneration at Rs. 28.
8 mn, which is commensurate with the overall
performance of the company and in line with peers.
Further, Cherian Mathew is a professional, whose skill
carry a market value. The company has not disclosed the
quantum of shares he is eligible to be paid from Sanofi S.
A. , France. As a measure of transparency, companies
must provide details of all aspects of the remuneration
proposed.
07-Jul-2020 SANOFI INDIA LTD. AGM Management
Ratify remuneration of Rs. 390,000
payable to Kirit Mehta & Co., as cost
auditor for 2020
For For
The total remuneration proposed to be paid to the cost
auditors for 2020 is reasonable compared to the size and
scale of the company’s operations.
07-Jul-2020 TATA CHEMICALS LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
07-Jul-2020 TATA CHEMICALS LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
07-Jul-2020 TATA CHEMICALS LTD. AGM Management Declare dividend of Rs.11.0 per share For ForThe total dividend amounts to Rs. 2. 8 bn. The dividend
pay-out for the year is 41. 8%.
07-Jul-2020 TATA CHEMICALS LTD. AGM ManagementReappoint R Mukundan (DIN:
00778253) as DirectorFor For
R Mukundan is the Managing Director, Tata Chemicals
Limited. He is liable to retire by rotation and his
reappointment is in line with the statutory requirements.
07-Jul-2020 TATA CHEMICALS LTD. AGM Management
Appoint Dr. C V Natraj (DIN:
07132764) as an Independent
Director for a period of five years
from 8 August 2019 to 7 August 2024
For For
Dr. C V Natraj is the Technical Advisor to the Indian
Institute of Science. Prior to this, he led the Corporate
Research function for Unilever as Senior Vice President.
His appointment is in line with the statutory
requirements.
07-Jul-2020 TATA CHEMICALS LTD. AGM Management
Appoint K B S Anand (DIN: 03518282)
as an Independent Director for a
period of five years from 15 October
2019 to 14 October 2024
For For
K B S Anand retired as MD & CEO of Asian Paints Ltd on
31 March 2020. His appointment is in line with the
statutory requirements.
07-Jul-2020 TATA CHEMICALS LTD. AGM Management
Ratify remuneration of Rs. 750,000
payable to D. C. Dave & Co as cost
auditors for FY21
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM ManagementAdoption of financial statements for
the year ended 31 December 2019For For Nothing objectionable.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Confirm payment of interim dividend
of Rs. 1.5 per equity share (face value
Rs 2) for 2019
For For
The company had proposed a final dividend of Rs. 1. 5
per equity share for the year ended 2019 which was
subject to shareholder approval at the AGM. However,
due to the spread of the Covid-19 pandemic and nation
level lockdown imposed by the Government; the AGM
could not be conducted. The distribution of dividends
was thus delayed. Given the large number of retail
shareholders, the board in its meeting of 12 May 2020,
recalled the payment of final dividend and paid the same
amount as interim dividend on 28 May 2020 instead.
Total dividend outflow for 2019 is Rs. 2. 97 bn, which is
lower than previous year on account of no dividend
distribution tax to be paid by the company. The dividend
payout ratio for the year is ~19. 0%.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Reappoint Jan Jenisch (DIN:
07957196) as Non-Executive Director
liable to retire by rotation
For For
Jan Jenisch (DIN: 07957196) is a German national and
has been the CEO of LafargeHolcim Limited, the ultimate
holding company of Ambuja Cements Limited, since
2017. He is liable to retire by rotation and his
appointment as Non-Executive Non-Independent
director is in line with statutory requirements. He has
attended 80% of board meetings in 2019.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Reappoint Martin Kriegner (DIN:
00077715) as Non-Executive Director
liable to retire by rotation
For For
Martin Kriegner (DIN:00077715) is an Austrian national
and has been a member of the Executive Committee of
LafargeHolcim since August 2016 and is Region Head of
Asia Pacific. LafargeHolcim is the ultimate holding
company of Ambuja Cements Limited. He is also globally
in charge for Cement Manufacturing, Logistics,
Commercial and Geocycle. He is liable to retire by
rotation and his reappointment as Non-Executive Non-
Independent director is in line with statutory
requirements. He has attended 100% of board meetings
in 2019.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Reappoint Christof Hassig (DIN:
01680305) as Non-Executive Director
liable to retire by rotation
For For
Christof Hassig (DIN: 01680305) is a professional banker
and is currently Head-Corporate Strategy and Mergers
and Acquisitions of LafargeHolcim Limited and his
appointment as Non-Executive Non-Independent
director is in line with statutory requirements. He has
attended 80% of board meetings in 2019.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Approve payment of commission to
Non-Executive Directors upto 1% of
profits for five years from 1 January
2020
For For
The company had obtained shareholders’ approval in
April 2015 for paying commission, not exceeding 1%, to
non-executive directors for a period of five years. The
company proposes to pay such commission to its non-
executive directors for a further period of five years. The
company paid a total of Rs. 37. 5 mn (0. 19 % of
standalone PBT) as commission to its non-executive
directors in 2019, and between 0. 20% and 0. 21% over
the past five years. As profits grow, we expect the
company to be judicious in paying commission to its non-
executive directors. Companies must set a cap in
absolute terms on the commission payable.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Appoint Neeraj Akhoury (DIN:
07419090) as Executive Director not
liable to retire by rotation
For For
Neeraj Akhoury, 52, was appointed as Additional
Director of Ambuja Cements Limited on 21 February
2020. His appointment as executive director is in line
with statutory requirements. We do not support director
appointments that are not liable to retire by rotation
because it creates board permanency; however, because
Neeraj Akhoury is being appointed for a fixed term
(resolution #8), there will be an opportunity to vote on
his reappointment.
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Appoint Neeraj Akhoury (DIN:
07419090) as the Managing Director
and CEO for five years from 21
February 2020 and fix his
remuneration
For For
Neeraj Akhoury was appointed MD & CEO on 21
February 2020, replacing Bimlendra Jha. We estimate his
2020 remuneration at Rs, 123. 8 mn (0. 6% of 2019 PBT)
excluding long-term incentives from LafargeHolcim
Limited, the ultimate holding company. There are no
disclosures on the long-term incentive he is eligible to be
paid. We recommend that companies disclose an
absolute cap on the amount of remuneration (including
incentives/commission) that is proposed to be paid to
directors. Notwithstanding, the proposed remuneration
for Neeraj Akhoury is in line with peers and
commensurate with the overall performance of the
company. He is eligible for performance-linked
remuneration from ACC Limited, a subsidiary company.
While we do not encourage executives receiving
remuneration from multiple sources, there are strong
linkages between the companies and the overall
quantum of remuneration from ACC Limited is relatively
low (Rs. 9. 1 mn in 2020).
10-Jul-2020 AMBUJA CEMENTS LTD. AGM Management
Ratify P.M. Nanabhoy & Co. as cost
auditors for 2020 and fix their
remuneration at Rs. 1.0 mn
For For
The total proposed remuneration for cost auditors in
2020 at Rs. 1. 0 mn is reasonable compared to the size
and scale of operations.
11-Jul-2020 D C B BANK LTD. AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For Results have been analysed and discussed internally.
11-Jul-2020 D C B BANK LTD. AGM Management
To reappoint Jamal Pradhan (DIN-
00308504), as Director liable to retire
by rotation
For For
Jamal Pradhan,52, has been a non – executive director of
the bank since January 2013. He is promoter director of
Pradhan Mercantile Pvt. Ltd. And director of Platinum
Jubilee Investments. He retires by rotation and his
reappointment as non-executive non-independent
director is in line with statutory requirements.
11-Jul-2020 D C B BANK LTD. AGM Management
To appoint S R Batliboi & Associates
LLP as statutory auditors for four
years till AGM of 2024 and fix their
remuneration at Rs 9.2 mn
For For
Deloitte Haskins & Sells were appointed as statutory
auditors in the AGM held in June 2016 and have
completed a continuous term of four years as the bank’s
statutory auditors, the maximum permissible under the
provisions of the Banking Regulation Act, 1949. The bank
proposes to appoint S R Batliboi & Associates LLP as
statutory auditors for four years till AGM of 2024 and fix
their remuneration at Rs 9. 2 mn. The appointment is in
line with our Voting Policy on Auditor Rotation and
complies with the requirements of section 139 of the
Companies Act 2013 and the Banking Regulation Act
1949.
11-Jul-2020 D C B BANK LTD. AGM Management
To reappoint Ms. Rupa Devi Singh
(DIN - 02191943) as Independent
Director for three years from 22
January 2020
For For
Ms. Rupa Devi Singh, 63, is former MD & CEO, Power
Exchange India. She has been an Independent director of
the bank since January 2015. Her reappointment as
Independent director is in line with statutory
requirements.
11-Jul-2020 D C B BANK LTD. AGM Management
To appoint Amyn Jassani (DIN -
02945319) as Independent Director
for five years from 25 January 2020
For For
Amyn Jassani, 52, is former partner SRBC & Co. LLP (till
Dec 2019) and Walker Chandhiok & Co. (till May 2015).
SRBC &Co LLP is part of the E&Y audit network, of which
S R Batliboi & Associates, the audit firm proposed to be
appointed, also belongs. Even so, Amyn Jassani’s
appointment is in line with statutory regulations.
11-Jul-2020 D C B BANK LTD. AGM Management
To appoint Shabbir Merchant (DIN-
07438419) as Independent Director
for five years from 25 January 2020
For For
Shabbir Merchant, 52, is founder - Valulead Consulting, -
a boutique consulting firm (specializing in strategic talent
management, leadership development, organization
transformation and top team synergy). His appointment
as Independent director is in line with statutory
requirements.
11-Jul-2020 D C B BANK LTD. AGM Management
To appoint Somasundaram PR (DIN -
00356363) as Independent Director
for five years from 25 January 2020
For For
Somasundaram PR, 60, has 30 years’ experience across
various Unilever Group companies and Tata Consultancy
Services. Currently he is the Managing Director of World
Gold Council in India. His appointment as Independent
director is in line with statutory requirements.
11-Jul-2020 D C B BANK LTD. AGM Management
To appoint Rafiq Somani (DIN-
01351871) as Independent Director
for five years from 9 March 2020
For For
Rafiq Somani, 54, has 30 years of experience in the IT
field and is Area Vice President at ANSYS Inc. (a public
company based in Pennsylvania - develops and markets
multi-physics engineering simulation software for
product design, testing and operation with annual
revenues of USD 1. 5 bn in 2019) His appointment as
Independent director is in line with statutory
requirements.
11-Jul-2020 D C B BANK LTD. AGM Management
To increase borrowing powers up to
Rs 55.0 bn or the aggregate of the
paid-up capital and free reserves,
whichever is higher
For For
DCB Bank needs long-term funds for business growth.
The bank’s total capital adequacy ratio on 31 March
2020 was 17. 75% with a Tier-1 capital adequacy ratio of
13. 9%. The bank’s long-term debt is rated CRISIL AA-
/Stable and CRISIL A1+ and ICRA A+(hyb)/Stable and
ICRA/A1+, which denotes adequate credit protection
metrics. Since DCB Bank is required to maintain its
capital adequacy ratio at levels prescribed by the RBI, we
believe that the Bank’s debt levels will be maintained at
regulated levels at all times.
11-Jul-2020 D C B BANK LTD. AGM Management
To approve raising of funds by issue
of bonds/ debentures/ securities on
Private Placement basis up to Rs 5.0
bn
For ForThese long-term bonds / NCDs will be within the bank’s
overall borrowing limits.
11-Jul-2020 D C B BANK LTD. AGM Management
To issue equity shares to qualified
institutional buyers through qualified
institutions placement upto Rs 5.0 bn
For For
The capital raised will be used to support future growth,
augment its capital base, strengthen its balance sheet, to
assist the bank in dealing with contingencies or financing
business opportunities, while ensuring that its capital
adequacy is within regulatory norms. At current market
prices, the bank will need to issue ~60. 4 mn shares to
raise Rs 5. 0 bn. The entire issue will lead to a 18. 6%
dilution on expanded capital base for existing
shareholders. Assuming maintenance of conservative
ratio of 11. 5% capital adequacy on incremental assets,
the proceeds of the issue of equity shares would enable
the bank to add approximately Rs 43. 5 bn of risk
weighted assets.
13-Jul-2020 WIPRO LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
13-Jul-2020 WIPRO LTD. AGM Management
Confirm interim dividend of Re. 1.0
per share (face value of Rs. 2.0 per
equity share) as final dividend
For For
Wipro Ltd (Wipro) has paid interim dividend of Re. 1. 0
per share (face value of Rs. 2. 0 per equity share) on 27
January 2020 as final dividend for FY20. The total
dividend paid aggregates to Rs. 6. 9 bn. The dividend
payout ratio is 7. 9% of the standalone PAT. Wipro has
returned money to shareholders through buybacks in
FY17, FY18 and FY20.
13-Jul-2020 WIPRO LTD. AGM Management
Reappoint Azim H. Premji (DIN:
00234280) as Director liable to retire
by rotation
For For
Azim H. Premji is the founder of Wipro. He retired as
Chairperson and MD of Wipro from 30 July 2019. He has
attended 100% of all meetings held in FY20. His
reappointment meets all statutory requirements.
13-Jul-2020 WIPRO LTD. AGM Management
Appoint Thierry Delaporte (DIN:
08107242) as Chief Executive Officer
and Managing Director for five years
from 6 July 2020 and fix his
remuneration
For For
Thierry Delaporte comes from Capgemini where he was
COO and a member of its Group Executive Board. He has
track record of building highly successful businesses,
driving change, leading cross-cultural teams as well as
conceptualising and integrating mergers and
acquisitions. Wipro, at its current stage of business,
needs a changemaker. Thierry Delaporte’s proposed
remuneration is estimated at Rs. 445. 1mn for FY21. Of
his total pay across the appointment tenure, ~50% is
variable and linked to achieving the performance targets
set by the board. We encourage Wipro to disclose the
performance metrics on which variable pay / stock units
will be based. Although the proposed remuneration is
higher than peers, we support the resolution as a large
proportion of it is linked to performance.
13-Jul-2020 WIPRO LTD. AGM Management
Appoint Deepak M. Satwalekar (DIN:
00009627) as an Independent
Director for five years from 1 July
2020 and approve his continuation on
the board
For For
Deepak M. Satwalekar, 71, has a wide management
experience across finance and banking. He is
Chairperson, board of governors of the Indian Institute
of Management, Indore. He was the MD of HDFC Ltd till
2000. He was then the MD and CEO of HDFC Standard
Life Insurance Company Ltd till 2008. Further, the board
seeks approval for his continuation on the board post
attaining 75 years of age, in line with SEBI’s LODR. He will
attain 75 years of age on 14 November 2023. His
appointment as an Independent Director meets all
statutory requirements.
14-Jul-2020 STATE BANK OF INDIA AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For
The Financial results have been analysed and discussed
internally.
14-Jul-2020 STATE BANK OF INDIA EGM Management
To create, offer, allot equity shares by
way of a public issue/ private
placement/ QIP/ GDR/ ADR/ any
other mode, for an amount not
exceeding Rs. 200 bn, provided that
the equity shareholding of GOI does
not fall below 52%
For For
If GOI were to maintain its voting rights at 52%, SBI will
be able to raise only about Rs. 179. 3 bn at current
market prices, which will result in a dilution of 9. 8% for
existing shareholders. On 31 March 2020, the bank’s
overall capital adequacy ratio stood at 13. 06% with CET-
I Capital at 9. 77%. The proposed funds will provide
support to the bank’s future needs as well as help
comply with capital adequacy levels in line with the RBI
Basel III transitional arrangements.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Declare dividend of Rs. 6.5 per fully
paid-up equity share (face value Rs.
10.0) and pro-rata dividend of Rs.
1.625 per partly paid-up equity shares
issued as part of rights issue
For ForThe total dividend outflow for FY20 is Rs. 41. 9 bn. The
dividend payout ratio is 13. 6%.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Reappoint Hital Meswani (DIN:
00001623) as DirectorFor For
Hital Meswani, 51, is the Whole-time Director, Reliance
Industries Limited. His overall responsibilities span the
petroleum refining and marketing business,
petrochemicals manufacturing and several corporate
functions of the company including human resources
management, information technology, research and
technology and execution of capital projects. He
attended 100% of the board meetings held in FY20. He
retires by rotation and his reappointment is in line with
statutory requirements.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Reappoint P. M. S. Prasad (DIN:
00012144) as DirectorFor For
P. M. S. Prasad, 68, is the Whole-time Director, Reliance
Industries Limited. He has worked with the company for
about 38 years, holding various senior positions in fibres,
petrochemicals, refining and marketing and exploration
and production businesses of RIL. He attended 100% of
the board meetings held in FY20. He retires by rotation
and his reappointment is in line with statutory
requirements.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Reappoint Hital Meswani as Whole-
time Director for five years from 4
August 2020 and fix his remuneration
For For
Hital Meswani, 51, is Whole-time Director and has
worked primarily in the petrochemicals division. He
joined RIL in 1990 and was promoted to the board as an
Executive Director in 1995. His past remuneration has
been in line with company performance. His estimated
remuneration of Rs. 243. 0 mn excluding stock options is
in line with peers and commensurate with the size and
complexity of the business. Although the quantum of
stock options expected to the granted has not been
disclosed, we expect the board to remain judicious while
deciding on his aggregate remuneration (including stock
options). We recognize that Hital Meswani will take a
50% reduction in pay in FY21.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Appoint K. V. Chowdary (DIN:
08485334) as Non-Executive Director
from 18 October 2019
For For
K. V. Chowdary, 65, is a former Chief Vigilance
Commissioner and Chairperson of the Central Board of
Director Taxes. He attended 100% of the meetings in
FY20. The company must disclose why it chose to
appoint him as non-executive director, and not as an
Independent Director. His appointment is in line with
statutory requirements.
15-Jul-2020RELIANCE INDUSTRIES
LTD.AGM Management
Ratify payment of aggregate
remuneration of Rs. 6.38 mn to cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of operations.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForThe financial results have been analysed and discussed
internally.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Reappoint Shyam Srinivasan (DIN:
02274773) as director liable to retire
by rotation
For For
Shyam Srinivasan is MD & CEO of the bank. He is eligible
to retire by rotation and his reappointment is in line with
statutory requirements.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
To appoint Varma & Varma (for four
years) and Borkar & Muzumdar (for
three years) as joint central statutory
auditors at an annual remuneration
of Rs. 13.0 mn
For For
The appointment of Varma & Varma (for four years) and
Borkar & Muzumdar (for three years) as joint central
statutory auditors is in line with statutory requirements.
However, Federal Bank needs to separate the two
auditor reappointments so that shareholders can vote on
them separately. The annual audit fee of Rs 13. 0 mn is
commensurate with the size and scale of operations of
the bank.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
To authorize the board to appoint
branch auditors for FY21 and fix their
remuneration in consultation with the
joint central statutory auditors
For For
Federal Bank has 1,263 branches therefore the bank
needs to appoint branch auditors. The resolution
enables the board to appoint branch auditors in
consultation with their joint central auditors.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Reappoint Shyam Srinivasan (DIN:
02274773) as MD & CEO for one year
till 22 September 2020 and to fix his
remuneration
For For
Shyam Srinivasan’s remuneration of Rs 24. 2 mn for FY20
includes a variable pay of Rs 4. 0 mn for FY19 approved
by the Reserve Bank of India. He has relinquished ESOPs
received in FY18 and FY19 back to the ESOP pool and did
not get any ESOPs in FY20. His proposed remuneration as
per our estimates is Rs 28. 9 mn, without any fair value
of ESOPs, but including variable pay. The remuneration
proposed for Shyam Srinivasan is in line with that paid to
peers in the industry and size and complexities of the
business.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Take on record RBI approval for
appointment of Grace Koshie (DIN:
06765216) as part-time chairperson
and approve her remuneration from 7
November 2019 till 21 November
2021
For For
Grace Koshie, 68, is former Secretary, Central Board of
RBI. She has been Independent Director of the bank
since 23 November 2013. Former chairperson Dilip
Sadarangani stepped off the board on completing 70
years of age and RBI has approved the appointment of
Grace Koshie as part-time chairperson. She will be paid a
remuneration of Rs 1. 8 mn per annum, which is in line
with industry peers.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Appoint Ms. Grace Koshie (DIN:
06765216) as Non–Executive
Non–Independent Director, liable to
retire by rotation from 17 July 2020
till 21 November 2021
For For
Grace Koshie, was appointed as Independent Director on
23 November 2013. RBI has approved her appointment
as part-time chairperson of the bank. Federal Bank now
proposes to appoint her as non–executive
non–independent director, liable to retire by rotation till
21 November 2021, taking her total tenure on the board
to 8 years. Her appointment is in line with statutory
requirements.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Appoint Sudarshan Sen (DIN:
03570051) as Independent Director
for five years from 11 February 2020
For For
Sudarshan Sen, 61, is former Executive Director, RBI. His
appointment as Independent Director is in line with
statutory requirements.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Reappoint Ashutosh Khajuria (DIN:
05154975) as Executive Director from
28 January 2020 till 31 March 2021
and fix his remuneration
For For
Ashutosh Khajuria’s remuneration of Rs 21. 1 mn for
FY20 includes a variable pay of Rs 2. 2 mn for FY19 and
also fair value of stock options granted, as approved by
the Reserve Bank of India. His proposed remuneration as
per our estimates is Rs 25. 4 mn including variable pay
and fair value of ESOPs. The remuneration proposed for
Ashutosh Khajuria is in line with that paid to peers in the
industry and size and complexities of the business.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Appoint Ms. Shalini Warrier, Chief
Operating Officer (DIN: 08257526) as
Executive Director for three years
from 15 January 2020 and fix her
remuneration
For For
Shalini Warrier’s remuneration of Rs 24. 9 mn for FY20
includes a variable pay of Rs 1. 6 mn for FY19 and also
fair value of stock options granted, as approved by the
Reserve Bank of India. Her proposed remuneration as
per our estimates is Rs 28. 1 mn including variable pay
and fair value of ESOPs. The remuneration proposed for
Shalini Warrier is in line with that paid to peers in the
industry and size and complexities of the business.
16-Jul-2020 FEDERAL BANK LTD. AGM ManagementApprove raising of funds through
issuance of bonds upto Rs 80.0 bnFor For
These debt instruments issued will be within the bank’s
overall borrowing limits of Rs. 120 bn. Federal Bank’s
certificate of deposits / short term deposits are rated.
This denotes a high degree of safety regarding timely
servicing of financial obligations. In FY20, the bank raised
Rs 3. 0 bn by way of bonds.
16-Jul-2020 FEDERAL BANK LTD. AGM Management
Approve increase in the authorized
share capital and consequent
amendment to the Memorandum of
Association
For For
The authorized share capital of the bank, Rs. 5. 0 bn
consisting of 2. 5 bn equity shares of Rs. 2 each and the
paid-up equity share capital Rs. 3. 99 bn. To facilitate
raising of capital as proposed in Resolution # 13, the
bank proposes to increase the authorized share capital
to Rs. 8. 0 bn comprising 4. 0 bn equity shares of face
value of Rs. 2 each. The alteration in the Memorandum
of Association is a consequential change to reflect the
proposed increase in the authorized share capital.
16-Jul-2020 FEDERAL BANK LTD. AGM ManagementApprove issuance of securities upto
Rs 40.0 bnFor For
In order to augment the long-term resources of the
bank, to maintain sufficient liquidity in this uncertain
economic environment driven by the outbreak of the
COVID-19 pandemic, to finance organic and/or inorganic
growth and business opportunities that may arise in the
future, Federal Bank proposes to raise funds to the tune
of Rs 40. 0 bn. At current market prices, Federal Bank will
have to issue ~ 751. 9 mn shares to raise the entire
amount of Rs 40. 0 bn. There will be an approximate
dilution of 27. 7% on the expanded capital base. While
the dilution is high, the capital will be used to support
the bank’s future growth, augment its capital base,
strengthen its balance sheet, to assist the bank in dealing
with contingencies or financing business opportunities,
while ensuring that its capital adequacy is within
regulatory norms.
16-Jul-2020 FEDERAL BANK LTD. AGM ManagementApprove alteration of object clauses
of Memorandum of AssociationFor For
Federal Bank seeks shareholder approval to alter its
objects clause of the MoA to add express provisions
permitting the bank to make investments in various
corporate structures such as partnerships, joint ventures,
associates, limited liability partnerships etc. , as well as
to make investments in insurance companies and to
undertake operations in derivatives markets. Under the
existing MoA, the bank was permitted to engage in such
activities permissible for a banking company to
undertake. However, the amendments seek to explicitly
mention these activities and thus increase transparency.
18-Jul-2020 H D F C BANK LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For ForThe financial Results have been analysed and discussed
internally.
18-Jul-2020 H D F C BANK LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For ForThe financial Results have been analysed and discussed
internally.
18-Jul-2020 H D F C BANK LTD. AGM Management
To confirm the special interim
dividend of Rs. 5.0 per equity share
(face value Rs. 2)
For For
The bank paid a special interim dividend of Rs 2. 5 per
share of face value Rs 1. 0 (the stock was split from face
value of Rs 2 per share to Rs 1 per share in September
2019) on 20 July 2019 to commemorate 25 years of
operations. The total dividend outflow including
dividend tax was Rs. 16. 5 bn and the dividend payout
ratio is 6. 3%. The bank did not declare final dividend for
FY20 pursuant to RBI circular dated 17 April 2020
directing all banks not to make any further dividend pay-
outs from the profits pertaining FY20 until further
instructions. For the last few years HDFC Bank has been
paying dividend in the range of the 20-25% of annual
profits.
18-Jul-2020 H D F C BANK LTD. AGM Management
Reappoint Kaizad Bharucha (DIN
02490648), as Director liable to retire
by rotation
For For
Kaizad Bharucha, 55, is executive director of the bank
since June 2014. He retires by rotation and his
reappointment is in line with statutory requirements.
18-Jul-2020 H D F C BANK LTD. AGM Management
To approve the remuneration payable
to MSKA & Associates as statutory
auditors for FY21
For For
HDFC Bank seeks shareholder approval for auditor
remuneration of Rs 26. 5 mn for audit of the bank’s
accounts, branches, internal financial controls and any
additional certification required by the RBI for FY21. The
auditors be paid additional fees of Rs. 2. 5 mn for
review/finalization of ‘fit for consolidation’ information
for facilitating consolidation of these statements with
HDFC, the holding company, under Ind AS. The proposed
remuneration is in line with the size and scale of
operations of the bank.
18-Jul-2020 H D F C BANK LTD. AGM Management
Ratify remuneration paid to MSKA &
Associates as statutory auditors for
FY20
For For
The bank seeks ratification for an added fee of Rs 6. 0
mn for additional certification as required by the RBI in
December 2019. The audit fees are reasonable given the
size and scale of operations of the bank.
18-Jul-2020 H D F C BANK LTD. AGM Management
Reappoint Malay Patel (DIN
06876386) as Independent Director
for three years from 31 March 2020
For For
Malay Patel, 43, is director on the board of Eewa
Engineering Co. Pvt. Ltd. , a company in the plastics /
packaging industry. He has been on the board of HDFC
Bank as Independent Director since 31 March 2015. His
reappointment is in line with statutory requirements.
18-Jul-2020 H D F C BANK LTD. AGM Management
Reappoint Kaizad Bharucha (DIN
02490648) as Executive Director for
three years from 13 June 2020 and fix
his remuneration
For For
Kaizad Bharucha was paid a remuneration of Rs 132. 1
mn in FY20, including a variable pay and fair value of
ESOPs granted in the year, up 15% from Rs 115. 2 mn
paid in FY19. As per our calculations, and assuming an
annual growth of 20%, his proposed remuneration () is
estimated at Rs 158. 5 mn for FY21: HDFC Bank has not
provided any guidance as regards the proposed
remuneration, which is is to be decided by the NRC and
then approved by the board and RBI. We expect the
bank to disclose the components of proposed
remuneration, both fixed and variable and flag the
resolution for transparency. The proposed remuneration
is in line with that paid to peers and commensurate with
size and complexities of the business.
18-Jul-2020 H D F C BANK LTD. AGM Management
Appoint Ms Renu Karnad (DIN
00008064) as Non-Executive Non-
Independent Director, liable to retire
by rotation
For For
Ms. Renu Karnad, 67, is MD, Housing Development
Finance Corporation Ltd. (HDFC). She was on the board
of the bank for seven years from January 2011 till
January 2018. She is now being appointed as nominee of
the promoter company, HDFC. Her appointment is in line
with statutory requirements.
18-Jul-2020 H D F C BANK LTD. AGM Management
To ratify and approve related party
transactions with Housing
Development Finance Corporation
Limited (HDFC) for FY21
For For
The transactions include sourcing, assignment and
securitisation of home loans, and other banking
transactions. The value of these transactions will likely
exceed 10% of revenues. The transactions are in the
ordinary course of business and on an arm’s length basis.
18-Jul-2020 H D F C BANK LTD. AGM Management
To ratify and approve the related
party transactions with HDB Financial
Services Limited (HDBFSL) for FY21
For For
The bank periodically undertakes asset backed/mortgage
backed securitization/loan assignment transactions with
various originators including HDBFSL, subsidiary
company. In FY21, HDFC Bank expects these transactions
and other banking transactions to exceed the materiality
threshold of 10% of consolidated revenues. In FY20,
HDFC Bank purchased debt securities from HDB Financial
Services Limited for Rs 20. 0 bn. The transactions are in
the ordinary course of business of the Bank and on an
arm’s length basis.
18-Jul-2020 H D F C BANK LTD. AGM ManagementTo issue debt securities up to Rs.
500.0 bn on private placement basisFor For
The issuance of debt securities on private placement
basis will be within the bank’s overall borrowing limit of
Rs. 500. 0 bn over and above the aggregate of paid up
capital and free reserves. HDFC Bank’s long-term debt is
rated CRISIL AAA/Stable and IND AAA/Stable.
21-Jul-2020 POLYCAB INDIA LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
21-Jul-2020 POLYCAB INDIA LTD. AGM ManagementConfirm interim dividend of Rs. 7 per
share (face Value Rs. 10.0 each)For For
The company paid an interim dividend of Rs. 7. 0 per
equity share of face value Rs. 10. 0 on 18 March 2020 for
FY20. The total dividend outflow including dividend tax
for FY20 is Rs. 1. 25 bn. The dividend payout ratio is 16.
8%.
21-Jul-2020 POLYCAB INDIA LTD. AGM Management
Reappoint Ajay Jaisinghani (DIN:
00276588) as Director liable to retire
by rotation
For For
Ajay Jaisinghani is part of the promoter family and has
been on the board of Polycab India for 14 years. He has
worked in areas of administration & management, sales
& marketing, governance, operations and other support
services. Ajay Jaisinghani has attended 80% (4 of 5
meetings) in FY20. We recommend directors attend all
board meetings in the financial year. He is liable to retire
by rotation and his reappointment is in line with
statutory requirements.
21-Jul-2020 POLYCAB INDIA LTD. AGM Management
Ratify remuneration of Rs. 3,30,000
payable to N. Ritesh & Associates as
cost auditor for FY21
For For
The total remuneration proposed to be paid to the cost
auditor in FY21 is reasonable compared to the size of
company operations.
21-Jul-2020 BAJAJ FINANCE LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForFinancial Result have been analysed and discussed
internally.
21-Jul-2020 BAJAJ FINANCE LTD. AGM Management
Confirm interim dividend of Rs. 10.0
per share (face value Rs. 2.0) as final
dividend
For For
The total dividend per share increased to Rs. 10. 0 per
share in FY20 from Rs. 6. 0 per share in FY19. The
dividend outflow amounted to Rs. 7. 3 bn and payout
ratio is 15. 0%.
21-Jul-2020 BAJAJ FINANCE LTD. AGM ManagementTo reappoint Madhur Bajaj (DIN
00014593) as DirectorFor For
Madhur Bajaj is the Vice-Chairperson of Bajaj Auto
Limited and part of the promoter family. His
reappointment is in line with statutory requirements. He
attended 44% of the board meetings in FY20 and 80% of
the board meetings over the past three years. We expect
directors to take their responsibilities seriously and
attend all board meetings: we have a threshold of 75%
attendance of the board meetings in the three-years
prior to re-appointment.
21-Jul-2020 BAJAJ FINANCE LTD. AGM Management
Reappoint Rajeev Jain (DIN:
01550158) as Managing Director for a
period of five years w.e.f. 1 April 2020
and fix his remuneration
For For
Rajeev Jain was paid Rs. 353. 6 mn in FY20 (including fair
value of options granted). His pay during the year was
373. 2x the median employee remuneration. His
estimated FY21 remuneration (including ESOPs) at Rs.
357. 2 mn is higher than the remuneration paid to peers,
it has, however, been aligned to company performance
over the past five years. Although entitled to stock
options, there is no element of short-term variable pay
in the remuneration structure. Further, his remuneration
structure is open ended. As a measure of transparency,
companies must cap all aspects of remuneration being
proposed and disclose the likely quantum of stock
options which will be issued.
21-Jul-2020 BAJAJ FINANCE LTD. AGM ManagementIssue of non-convertible debentures
through private placementFor For
The issuance of debt securities on private placement
basis will be within the company’s overall borrowing
limit of Rs. 1,600 bn. The issuances are unlikely to
materially impact the NBFC’s overall credit quality. An
NBFC’s capital structure is reined in by RBI’s capital
adequacy requirements Bajaj Finance Limited’s
outstanding bank loans are rated.
21-Jul-2020 BAJAJ FINSERV LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The results have been analysed and discussed internally.
21-Jul-2020 BAJAJ FINSERV LTD. AGM Management
Confirm interim dividend of Rs. 5.0
per share (face value Rs. 5.0) as final
dividend
For For
The total dividend per share increased to Rs. 5. 0 in FY20
from Rs. 2. 5 per share in FY19. The dividend outflow
amounted to Rs. 795. 7 mn and payout ratio is 11. 9%.
21-Jul-2020 BAJAJ FINSERV LTD. AGM ManagementReappoint Rajiv Bajaj (DIN: 00018262)
as DirectorFor For
Rajiv Bajaj, 53, is the Managing Director of Bajaj Auto
and part of the promoter family. He is liable to retire by
rotation and his reappointment is in line with statutory
requirements.
21-Jul-2020 BAJAJ FINSERV LTD. AGM Management
Ratify remuneration of Rs. 60,000
payable to Dhananjay V Joshi &
Associates, cost auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors is reasonable compared to the size and scale of
operations.
21-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.Postal Ballot Management
To approve issuance of securities
upto Rs 140.0 bnFor For
In order to augment the long-term resources, to
maintain sufficient liquidity in an uncertain economic
environment driven by the outbreak of the COVID-19
pandemic, for general corporate purposes and to finance
organic and/or inorganic business opportunities that
may arise in financial services including housing finance,
HDFC proposes to raise funds to the tune of Rs 140. 0 bn.
At current market prices, HDFC will have to issue ~ 77. 0
mn shares to raise the entire amount of Rs 140. 0 bn.
There will be an approximate dilution of 4. 3% on the
expanded capital base. The capital raised will provide
HDFC a buffer to absorb potential impact arising from
any deterioration in asset quality, while ensuring that its
capital adequacy is within regulatory norms. It also
strengthens HDFC’s competitive ability to participate in
opportunistic situations if they arise.
21-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.Postal Ballot Management
To approve Employees Stock Option
Scheme – 2020 (ESOS–2020)For For
HDFC proposes an ESOS scheme of 35. 5 mn equity
shares. The overall dilution of the entire scheme is
expected to be 2. 0% on the expanded capital base. The
vesting period will not be less than 1 year and not more
than 4 years 1 month from the date of grant of ESOPs.
Since the ESOPs will be granted at market price, the cost
impact of the scheme is likely to be reasonable and it will
align employee incentives to shareholder returns. HDFC
has clarified that the maximum dilution of 2% that can
take place on the expanded share capital, will be gradual
and would take place over a period of up to 9 years.
22-Jul-2020 BAJAJ AUTO LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForThe financial results have been analysed and discussed
internally.
22-Jul-2020 BAJAJ AUTO LTD. AGM Management
Confirm interim dividend of Rs. 120.0
per equity share (face value Rs. 10.0)
as final dividend for the year
For ForThe total dividend outflow (including dividend tax) is Rs.
41. 9 bn, while the dividend payout ratio is 82. 3%.
22-Jul-2020 BAJAJ AUTO LTD. AGM Management
Reappoint Madhur Bajaj (DIN:
00014593) as a Non-Executive Non-
Independent Director liable to retire
by rotation
For For
Madhur Bajaj, 68, is part of the promoter family. He
retires by rotation. He attended just 5 out of 8 (63%)
board meetings held in FY20 but has attended 88%
meetings held in the past three years. We expect
directors to take their responsibilities seriously and
attend all board meetings. His reappointment is in line
with statutory requirements.
22-Jul-2020 BAJAJ AUTO LTD. AGM Management
Reappoint Shekhar Bajaj (DIN:
00089358) as a Non-Executive Non-
Independent Director liable to retire
by rotation
For For
Shekhar Bajaj, 72, is part of the promoter family. He
retires by rotation and his reappointment is in line with
statutory requirements.
22-Jul-2020 BAJAJ AUTO LTD. AGM Management
Reappoint Rajiv Bajaj (DIN: 00018262)
as Managing Director and CEO for five
years from 1 April 2020 and fix his
remuneration
For For
Rajiv Bajaj belongs to the promoter group and has been
associated with the company since 1990. He has been
the Managing Director since April 2005. The proposed
remuneration terms are open ended. Further, growth in
his remuneration has outpaced growth of profits and
revenue. Notwithstanding, his estimated remuneration
for FY21 of Rs. 326. 1 mn is commensurate with the size
and scale of operations of the company. Further, a
substantial part (~65%) of his remuneration has been
variable in nature. We expect the company to be
judicious in its remuneration pay-outs.
22-Jul-2020 BAJAJ AUTO LTD. AGM Management
Reappoint Ms. Gita Piramal (DIN
01080602) as Independent Director
for five years from 1 April 2020
For For
Ms. Gita Piramal, 66, is an author and part of the Piramal
Group. The company proposes to reappoint her as
Independent Director for five years from 1 April 2020.
She has been on the board of Bajaj Finserv Limited
(group company) since July 2014. We will classify her as
non-independent once she completes an association of
10 years with the group. Her reappointment is in line
with statutory requirements.
22-Jul-2020 BAJAJ AUTO LTD. AGM Management
Appoint Abhinav Bindra (DIN
00929250) as Independent Director
for five years from 20 May 2020
For For
Abhinav Bindra, 38, is a retired athlete in Sport Shooting
and won India’s first individual Olympic Gold Medal. He
is the recipient of the Padma Bhushan from the
Government of India. He is also the founder of Abhinav
Bindra Foundation, a non-profit organisation that works
to integrate sport science and technology into Indian
Sport. Considering his experience is primarily in the field
of sports, the board should articulate the skill
assessment undertaken in proposing his appointment.
Notwithstanding, his appointment is in line with
statutory requirements.
23-Jul-2020 J S W STEEL LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForThe financial Results have been analysed and discussed
internally.
23-Jul-2020 J S W STEEL LTD. AGM Management
Declare dividend on 0.01%
cumulative redeemable preference
shares for FY20
For For
The payment of divided on 0. 01% cumulative
redeemable preference shares will result in a cash
outflow of Rs. 0. 14 mn.
23-Jul-2020 J S W STEEL LTD. AGM ManagementDeclare final dividend of Rs. 4.10 per
equity share (face value Re.1 each)For For
The total cash outgo on account of dividend is Rs. 4. 83
bn. The dividend payout ratio is 9. 1%.
23-Jul-2020 J S W STEEL LTD. AGM ManagementReappoint Vinod Nowal (DIN:
00046144) as DirectorFor For
Vinod Nowal is the Deputy Managing Director and has
been on the board for 20 years. He retires by rotation.
His reappointment is in line with regulatory
requirements.
23-Jul-2020 J S W STEEL LTD. AGM Management
Approve remuneration of Rs.1.7 mn
for Shome & Banerjee as cost
auditors for FY21
For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
23-Jul-2020 J S W STEEL LTD. AGM Management
Reappoint Malay Mukherjee
(DIN:02861065) as Independent
Director till 27 July 2025 or the
conclusion of the 31 AGM to be held
in 2025, whichever is earlier
For For
Malay Mukherjee was the Former CEO of the Essar Steel
Global and has over 40 years of experience in the steel
industry. He has been on the board of the company since
29 July 2015. His reappointment is in line with regulatory
requirements.
23-Jul-2020 J S W STEEL LTD. AGM Management
Reappoint Haigreve Khaitan (DIN:
00005290) as Independent Director
till 29 September 2025 or the
conclusion of the 31 AGM to be held
in 2025, whichever is earlier
For For
Haigreve Khaitan is a lawyer and Partner at Khaitan &
Co. He is well versed in all aspects of Mergers &
Acquisitions and has been on the board of the company
since 30 September 2015. His reappointment is in line
with regulatory requirements.
23-Jul-2020 J S W STEEL LTD. AGM Management
Reappoint Seshagiri Rao (DIN:
00029136) as Whole Time Director
designated Joint Managing Director
and Group CFO for a period of three
years from 6 April 2020 and fix his
remuneration
For For
Seshagiri Rao is the Joint Managing Director and Group
CFO of JSW Steel. He has been on the board of JSW Steel
since April 1999 and has been associated with the group
since 1997. For FY20, his remuneration was Rs. 57. 7 mn
and remuneration to median employee remuneration
was 84x. His proposed remuneration inclusive of stock
options is estimated at Rs. 85. 5 mn (27% stock option).
The board must consider increasing the performance-
linked component of aggregate pay: currently,
performance pay is only in the form of stock options.
Even so, MVS Seshagiri Rao’s proposed remuneration is
commensurate with the size and complexity of the
business and in line with industry peers.
23-Jul-2020 J S W STEEL LTD. AGM Management
Issuance of specified securities
aggregating upto Rs. 140 bn to
Qualified Institutional Buyers (QIB)
For For
We recognize that JSW Steel needs to raise equity to
fund its on-going capital expansion plans. The company
plans to increase capacity to 24 MTPA, modernise and
expand downstream capacity, achieve backward and
forward integration, and reduce costs. The committed
capex outlay for its capex plan is Rs. 487. 2 bn, to be
incurred over a five-year span from FY18 to FY22. The
cumulative cash outflow in the last three years has been
Rs. 239. 3 bn. If the company were to raise the entire Rs.
215. 0 bn (including securities in resolution 10) at the
current market price of Rs. 190. 95 per equity share, JSW
Steel would have to issue ~1. 1bn shares: this would
result in an equity dilution of 32% on the post issuance
share capital. Though dilution is high, we recognize that
JSW Steel needs to raise capital for capex and will need
to issue equity instruments to maintain or improve its
capital structure.
23-Jul-2020 J S W STEEL LTD. AGM Management
Issuance of FCCB/GDR/ADR/Other
instruments convertible in equity
shares aggregating upto USD 1.0 bn
(Rs. 75 bn)
For For
In addition to issuance of securities under resolution #9
for capex funding, the company is looking at issuance of
other convertible equity instruments.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Declare dividend of Rs. 12.0 per share
of face value Rs. 1.0 for FY20For For
The company proposes to declare a final dividend of Rs.
12. 0 per share of face value Rs. 1. 0 each. Total dividend
amounts to Rs. 3. 5 bn and the dividend payout ratio is
32. 7% v/s 31. 9 % in FY19. Dividend distribution tax will
no longer be applicable from 1 April 2020. Dividend will
be taxable in the hands of the shareholders.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Reappoint M M Venkatachalam (DIN:
00152619) as a Non-Independent Non-
Executive Director liable to retire by
rotation
For For
M M Venkatachalam, 62, a part of the promoter group,
is Chairperson of Coromandel Engineering Company
Limited. He is liable to retire by rotation and his
reappointment is in line with all statutory requirements.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Approve payment of commission of
Rs. 20.0 mn to M M Murugappan,
Non-Executive Chairperson for FY20
such that annual remuneration to a
single non-executive director exceeds
50% of the total annual remuneration
to all non-executive directors
For For
M M Murugappan is the promoter of the company. He
was paid a commission of Rs. 20. 0 mn in FY20. The
recent amendments to SEBI LODR require shareholders’
approval every year in which annual remuneration
payable to a single non-executive director exceeds 50%
of the total annual remuneration to all non-executive
directors. Therefore, shareholders’ approval is sought for
paying M M Murugappan’s remuneration, which exceeds
50% of the total remuneration paid to non-executive
directors. The aggregate commission to all non-executive
directors in FY20 was Rs. 28. 0 mn (Rs 31. 9 mn including
sitting fees) of which M. M. Murugappan was paid Rs.
20. 0 mn (Rs 20. 3 mn including sitting fees). We
understand that as promoter, he will play a material role
to play in establishing strategic direction and governance
structures – even in a non-executive capacity. His
remuneration is commensurate with his responsibilities.
Further, his remuneration, which constitutes entirely of
commission, is linked to the profits of the company.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Reappoint Sumit Bose (DIN:
03340616) as an Independent
Director from 21 March 2021 to 29
March 2024
For For
Sumit Bose, 66, is a retired IAS officer and was first
appointed to the board on 21 March 2016 as an
Independent Director. His reappointment is in line with
statutory requirements.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Reappoint Sameer Goel (DIN:
07298938) as Managing Director from
1 October 2020 to 31 January 2023
and fix his remuneration
For For
Sameer Goel was appointed as MD of the company on 1
October 2015. In FY20, he was paid a remuneration of
Rs. 49. 6 mn (including variable pay), an increase of 2. 4%
from the Rs. 48. 4 mn paid in FY19. He will also be
entitled to receive ESOPs as decided by the board / NRC.
Sameer Goel was granted ESOPs in FY17 and has not
been granted any options thereafter. We estimate his
FY21 remuneration to be Rs. 59. 9 mn, which is
commensurate with the size and scale of operations and
comparable to peers in the industry. The company has
not provided the number of stock options to be granted
nor a cap on the commission payable to him. We expect
the company will be prudent, as in the past, with its
payouts.
24-Jul-2020COROMANDEL
INTERNATIONAL LTD.AGM Management
Approve aggregate remuneration of
Rs. 0.75 mn for Narasimha Murthy &
Co. and Rs 0.50 mn for Jyothi Satish &
Co. as cost auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors for FY21 is reasonable compared to the size and
scale of the company’s operations.
24-Jul-2020
CROMPTON GREAVES
CONSUMER ELECTRICAL
LTD
AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
24-Jul-2020
CROMPTON GREAVES
CONSUMER ELECTRICAL
LTD
AGM Management
Reappoint Promeet Ghosh (DIN:
05307658) as Non-Executive Non-
Independent Director
For For
Promeet Ghosh, 52, represents Temasek Holdings
Advisors India on the board. His appointment as a Non-
Executive Non-Independent director meets all statutory
requirements.
24-Jul-2020
CROMPTON GREAVES
CONSUMER ELECTRICAL
LTD
AGM Management
Reappoint Shantanu Khosla (DIN:
00059877) as Managing Director for
five years from 1 January 2021 and fix
his remuneration
For For
Shantanu Khosla was paid a remuneration of Rs 80. 7 mn
in FY20, an increase of 7. 6% from Rs 75. 0 mn paid in
FY19. The variable pay component is 57% of his overall
pay. He will also be entitled to receive ESOPs as decided
by the board / NRC. Shantanu Khosla was granted ESOPs
in FY17 at the time of joining CGCEL and has not been
granted any options thereafter. Further, CGCEL seeks
shareholder’s approval to authorize the NRC and the
board to increase is remuneration upto 15% every year.
The proposed remuneration of Rs. 87. 6 mn for FY21 is in
line with peers and is commensurate with the size and
complexity of the business. Although the quantum of
stock options expected to the granted has not been
disclosed, we expect the board to remain judicious while
deciding on his aggregate remuneration (including stock
options).
24-Jul-2020
CROMPTON GREAVES
CONSUMER ELECTRICAL
LTD
AGM Management
Reappoint P.M. Murty (DIN:
00011179) as Independent Director
from 18 September 2020 to 25 July
2025
For For
P. M. Murty, 70, is former MD, Asian Paints Ltd. He was
first appointed on the board of CGCEL on 26 August 2016
for five years. His reappointment as independent
director meets all statutory requirements.
24-Jul-2020
CROMPTON GREAVES
CONSUMER ELECTRICAL
LTD
AGM Management
Reappoint D. Sundaram (DIN:
00016304) as Independent Director
for a term of five years from 18
September 2020 to 17 September
2025
For For
D. Sundaram, 67, is Vice Chairperson & MD, TVS Capital
Funds. Prior to that, he was associated with Hindustan
Unilever for more than 34 years, wherein he held various
positions before becoming the Vice-Chairperson in 2008.
He was first appointed on the board of CGCEL on 26
August 2016 for five years. His reappointment as
independent director meets all statutory requirements.
24-Jul-2020
CROMPTON GREAVES
CONSUMER ELECTRICAL
LTD
AGM Management
Reappoint H.M. Nerurkar (DIN:
00265887) as Independent Director
from 25 January 2021 to 20 October
2023
For For
H. M. Nerurkar, 72, is former MD, Tata Steel Ltd.
Currently, he is the Chairperson of TRLKrosaki
Refractories Ltd. (formerly Tata Refractories Limited - a
JV between Tata Steel and Krosaki Harima Corporation,
Japan) and NCC Ltd (formerly Nagarjuna Construction
Company Ltd. ). He was first appointed on the board of
CGCEL on 26 January 2016 for five years. His
reappointment as independent director meets all
statutory requirements.
24-Jul-2020
CROMPTON GREAVES
CONSUMER ELECTRICAL
LTD
AGM Management
Ratify remuneration of Rs. 0.5 mn for
Ashwin Solanki & Associates as cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors is reasonable compared to the size and scale of
operations.
27-Jul-2020GLAXOSMITHKLINE
PHARMACEUTICALS LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
27-Jul-2020GLAXOSMITHKLINE
PHARMACEUTICALS LTD.AGM Management
Declare final dividend of Rs. 40.0 per
equity share (on face value Rs.10.0)
including special dividend of Rs. 20.0
per share
For For
GSK Pharma has doubled its dividend in FY20, a year in
which its profits were significantly lower and impacted
by the Zinetac recall. For FY20, the dividend outflow is
Rs. 6. 8 bn and dividend payout ratio is ~756%. The Rs. 6.
8 bn will erode the 31 March 2020 standalone on-
balance-sheet cash by almost 65%, which may be
detrimental to the company’s liquidity, especially in the
current environment. The board must explain its position
on cash conservation and capital structure for GSK
Pharma.
27-Jul-2020GLAXOSMITHKLINE
PHARMACEUTICALS LTD.AGM Management
Reappoint Ms. Puja Thakur (DIN:
07971789) as Director liable to retire
by rotation
For ForMs. Puja Thakur if the CFO. She retires by rotation. Her
reappointment is in line with statutory requirements.
27-Jul-2020GLAXOSMITHKLINE
PHARMACEUTICALS LTD.AGM Management
Appoint Sridhar Venkatesh (DIN:
07263117) as Managing Director for a
period from 1 April 2020 to 31 March
2022 and fix his remuneration
For For
Sridhar Venkatesh joined GSK in 2011 as Head of
Commercial, Established Products, Branded Generics,
and subsequently worked as General Manager,
Singapore. He then worked as VP of Central America &
Caribbean and is now being appointed Managing
Director. His estimated FY21 remuneration (excluding
pay-outs from GSK Plc Share Value Plan) is Rs. 63. 8 mn.
This is in line with the remuneration paid to industry
peers. Further, he is a professional whose skills and
experience carry a market value and his proposed
remuneration is commensurate with the size and scale
of operations of the company. The board must consider
disclosing his likely compensation through the GSK plc
Share Value Plan.
27-Jul-2020GLAXOSMITHKLINE
PHARMACEUTICALS LTD.AGM Management
Appoint Dr. Sunita Maheshwari (DIN:
01641411) as Independent Director
for five years, from 18 May 2020 to 17
May 2025
For For
Dr. Sunita Maheshwari a Pediatric Cardiologist. She is a
medical entrepreneur and co-founded Teleradiology
Solutions, a teleradiology company, and Telrad Tech,
which builds AI enabled tele health software and RXDX,
multi-specialty neighborhood clinics in Bengaluru. Her
appointment is in line with statutory requirements.
27-Jul-2020GLAXOSMITHKLINE
PHARMACEUTICALS LTD.AGM Management
Approve related party transactions
aggregating Rs.7.0 bn per annum with
GSK Biological S.A. (Belgium)
For For
The company proposes to enter into transactions, all in
the ordinary course of business, upto Rs. 7. 0 bn
annually. In FY20, such transactions aggregated ~Rs. 5. 0
bn. Although the company has provided an annual cap
on the transactions, it has not disclosed a specific
duration for which it seeks approval. While we do not
encourage resolutions that are perpetual in nature, it will
seek shareholder approval once the Rs. 7. 0 bn limit is
crossed. The proposed transactions are in ordinary
course of business and at arm’s length.
27-Jul-2020GLAXOSMITHKLINE
PHARMACEUTICALS LTD.AGM Management
Ratify the remuneration of Rs.
570,000 to be paid to R. Nanabhoy &
Company, cost auditor for FY20
For For
The remuneration to be paid to the cost auditor for FY20
is reasonable compared to the size and scale of
operations.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM ManagementApprove final dividend of Rs.0.5 per
share (FV Re.1)For For
The total dividend for the year aggregates to Rs. 0. 59
bn, which represents a payout ratio of 15. 0%.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM ManagementReappoint N. Chandrasekaran (DIN:
00121863) as DirectorFor For
Natarajan Chandrasekaran, 57, is the Chairman of the
Board at Tata Sons Limited- the holding company. He is
the former CEO of Tata Consultancy Services. His
reappointment is in line with statutory requirements.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM Management
Appoint Nasser Munjee (DIN:
00010180) as an Independent
Director for five years from 5 August
2019
For For
Nasser Munjee, 67, holds a master’s degree in
economics from the London School of Economics. He
was the Managing Director of IDFC and is currently the
Chairman, DCB Bank and a director on HDFC’s board. His
appointment is in line with the statutory requirements.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM Management
Appoint Ms Hema Ravichandar (DIN:
00032929) as an Independent
Director for five years from 5 August
2019
For For
Hema Ravichandar, 59, is a Strategic HR Advisor. She was
the Senior Vice-President and Group Head HRD for the
Infosys Group. She is an alumnus of the Indian Institute
of Management, Ahmedabad. Her appointment is in line
with the statutory requirements.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM Management
Appoint Venkataramanan
Anantharaman (DIN: 01223191) as an
Independent Director for five years
from 5 August 2019
For For
Venkataramanan Anantharaman, 56, has over 30 years
of experience in the financial services sector and has led
corporate and investment banking teams in Standard
Chartered Bank, Credit Suisse, Deutsche Bank and Bank
of America. He is a Board Mentor with Critical Eye, UK.
His appointment is in line with the statutory
requirements.
27-Jul-2020 INDIAN HOTELS CO. LTD. AGM Management
Reappoint Ms Vibha Paul Rishi
(DIN:05180796) as an Independent
Director from 10 September 2019 to 9
September 2021
For For
Ms. Vibha Paul Rishi, 59, was appointed to the board of
the company 2014. She is the former Executive Director,
brand and human capital of Max India. Prior to that she
was the Director, marketing and customer strategy at
the Future Group. Her reappointment is in line with the
statutory requirements.
28-Jul-2020 TECH MAHINDRA LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
28-Jul-2020 TECH MAHINDRA LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
28-Jul-2020 TECH MAHINDRA LTD. AGM Management
Approve final dividend of Rs. 5.0 per
share (face value of Rs.5.0) and
confirm payment of interim dividend
of Rs.10.0 per share for FY20
For For
Tech Mahindra (TechM) has paid interim dividend of Rs.
10. 0 per equity share on 9 March 2020 and is proposing
to pay Rs. 5. 0 per equity share (face value Rs. 5. 0 per
share) as final dividend. Total dividend payout for FY20 is
Rs. 15. 0 per share and aggregates to Rs. 14. 5 bn. The
total dividend payout ratio is 32. 0% of the standalone
PAT.
28-Jul-2020 TECH MAHINDRA LTD. AGM Management
Reappoint C. P. Gurnani (DIN:
00018234) as Director liable to retire
by rotation
For For
C. P. Gurnani, 61, is the Managing Director & CEO of Tech
Mahindra Limited. He has over 39 years of work
experience. He led Tech Mahindra's transformation
journey and the acquisition and merger of Satyam. His
reappointment as director, retiring by rotation meets all
statutory requirements.
28-Jul-2020 TECH MAHINDRA LTD. AGM Management
Appoint Dr. Anish Shah (DIN:
02719429) as Non-Executive Non-
Independent Director w.e.f. 10
September 2019, liable to retire by
rotation
For For
Dr. Anish Shah, 50, is currently the Deputy Managing
Director and Group CFO for the Mahindra Group. He is
responsible for the Group Corporate Office and complete
oversight of all businesses other than the auto and farm
sectors. He has vast experience in the field of strategy
development, digitization, international growth and
corporate governance. He has previously worked with
the GE group for 14 years across roles. Prior to GE, he
has worked with Bank of America, Bain & Company and
Citibank. He attended 100% of the meetings held in FY20
since his appointment on 10 September 2019. His
appointment as director, retiring by rotation meets all
statutory requirements.
29-Jul-2020COLGATE-PALMOLIVE
(INDIA) LTD.AGM Management
Adoption of financial statements for
the year ended 31 March 2020For For Nothing Objectionable.
29-Jul-2020COLGATE-PALMOLIVE
(INDIA) LTD.AGM Management
Reappoint M. S. Jacob (DIN:
07645510) as a DirectorFor For
M. S. Jacob is an Executive Director and the CFO of
Colgate-India and has been on the board since 28
October 2016. He had joined Colgate-India in 1995 and is
the former Director-Finance for the Asia division of the
Colgate-Palmolive Group. His reappointment is in line
with the statutory requirements.
29-Jul-2020COLGATE-PALMOLIVE
(INDIA) LTD.AGM Management
Appoint Sekhar Natarajan (DIN:
01031445) as Independent Director
for a term of five years from 21 May
2020
For For
Sekhar Natarajan has over three decades of experience
in the Indian agriculture sector. He is the former
Chairperson of Monsanto India Limited until he retired in
2019. His appointment is in line with all statutory
requirements.
29-Jul-2020COLGATE-PALMOLIVE
(INDIA) LTD.AGM Management
Appoint Ms. Gopika Pant (DIN:
00388675) as Independent Director
for a term of five years from 21 May
2020
For For
Ms. Gopika Pant has over three decades of experience as
a lawyer. Her expertise lies in Indian corporate and
commercial laws. She is the Founding Partner of Indian
Law Partner. Her appointment is in line with all statutory
requirements.
29-Jul-2020COLGATE-PALMOLIVE
(INDIA) LTD.AGM Management
Appoint Surender Sharma (DIN:
02731373) as Executive Director for a
period of five years from 21 May 2020
and fix his remuneration
For For
Surender Sharma is the Vice-President Legal at Colgate-
India since October 2018. He leads the legal and
secretarial function of the company. His estimated
remuneration of Rs. 77. 3 mn for FY21 is commensurate
with the overall performance of the company and in line
with peers. Further, Surender Sharma is a professional,
whose skills carry a market value. He is entitled to
receive stock options from the holding company – we
expect companies to disclose granular details on the
maximum number of stock options that may be granted
to the directors.
29-Jul-2020COLGATE-PALMOLIVE
(INDIA) LTD.AGM Management
Reappoint Ms. Shyamala Gopinath
(DIN: 02362921) as Independent
Director for another term from 30
July 2020 to 31 May 2024
For For
Ms. Shyamala Gopinath has about four decades of
experience in the financial sector and policy
formulations at the RBI. She has served as the Deputy
Governor of RBI for seven years. She has served on the
board of the company since 30 July 2015. Her
reappointment for the second term is in line with all
statutory requirements.
30-Jul-2020DR. REDDY'S
LABORATORIES LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
30-Jul-2020DR. REDDY'S
LABORATORIES LTD.AGM Management
Declare dividend of Rs.25 per equity
share of Rs.5 eachFor For
Dr. Reddy’s proposes to declare a dividend of Rs. 25. 0
per share. In FY20, the total dividend amounts to Rs. 4.
15 bn. The dividend payout ratio is 14. 2% of standalone
FY20 PAT.
30-Jul-2020DR. REDDY'S
LABORATORIES LTD.AGM Management
Reappoint K Satish Reddy (DIN:
00129701) as Director liable to retire
by rotation
For For
K Satish Reddy is the promoter Chairperson. He retires
by rotation and his reappointment is in line with
statutory requirements.
30-Jul-2020DR. REDDY'S
LABORATORIES LTD.AGM Management
Reappoint G V Prasad (DIN:
00057433) as Co-Chairperson and
Managing Director for five years from
30 January 2021 to 29 January 2026
and fix his remuneration
For For
G V Prasad is a member of the promoter group and
serves as Co-Chairperson and Managing Director. His
FY20 remuneration of Rs. 143. 8 mn was 283x the
median employee remuneration. Further, the increase in
his remuneration of 16. 0% during FY20 outpaced the 12.
1% increase in median employee remuneration. The
company should institute an upper cap on the absolute
amount of remuneration payable to him.
Notwithstanding, his estimated annual remuneration of
Rs. 154. 3 mn is commensurate with the size and scale of
operations of the company and is comparable to
industry peers. Further, a significant portion (~87%) of
his proposed remuneration is variable and linked to
company performance.
30-Jul-2020DR. REDDY'S
LABORATORIES LTD.AGM Management
Approve continuation of Prasad R
Menon (DIN: 00005078) as an
Independent Director after him
completing 75 years of age till the
expiry of his current term on 29
October 2022
For For
SEBI’s LODR require directors having attained the age of
75 to be re-approved by shareholders through a special
resolution. Prasad R Menon, 74, will attain the age of 75
years during his current term. In line with this regulatory
change, the company seeks to ratify his continuation on
the board for the remainder of his term. His continuation
is in line with statutory requirements. We do not
consider age to be an eligibility criterion for board
memberships.
30-Jul-2020DR. REDDY'S
LABORATORIES LTD.AGM Management
Approve remuneration of Rs. 700,000
to be paid to Sagar & Associates, cost
auditor for FY21
For ForThe remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of operations.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForThe financial results have been analysed and discussed
internally.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
To declare final dividend of Rs. 21.0
per share of face value Rs 2.0 eachFor For
The total dividend payout (including dividend
distribution tax) for FY20 aggregates ~Rs 36. 4 bn. The
dividend payout ratio for FY20 is 20. 5%.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Reappoint Renu Sud Karnad
(DIN:00008064) as Director liable to
retire by rotation
For For
Ms. Renu Sud Karnad has been Managing Director of
HDFC since January 2010. She retires by rotation and her
reappointment is in line with the statutory requirements.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Reappoint Renu Sud Karnad
(DIN:00008064) as Managing Director
from 1 January 2020 to 2 September
2022 and fix her remuneration
For For
Renu Sud Karnad, 67, has been on the board of HDFC
since 2000. She was appointed as the Joint Managing
Director in 2007 and as Managing Director in 2010. HDFC
proposes to reappoint her as Managing Director from 1
January 2020 to 2 September 2022 and fix her
remuneration. Her FY20 remuneration is Rs 269. 2 mn
and her proposed estimated remuneration for FY21 is Rs
347. 5 mn and FY22 is Rs 364. 2 mn after considering an
estimated apportioned value of stock options to be
granted to her. Renu Sud Karnad’s remuneration has
been aligned to the corporation’s performance in the
past. We expect the board to remain judicious in
deciding her remuneration in the future as well.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Reappoint V. Srinivasa Rangan
(DIN:00030248), as Whole-time
Director (designated as Executive
Director) for five years from 1 January
2020 and fix his remuneration
For For
V. Srinivasa Rangan, 60, has served as an Executive
Director on the board of HDFC since 2010 and prior to
that he was the Senior General Manager – Treasury. He
is a Chartered Accountant. HDFC proposes to reappoint
him as Whole-time Director (designated as Executive
Director) for five years from 1 January 2020 and fix his
remuneration. His FY20 remuneration is Rs 176. 1 mn
and his proposed estimated remuneration for FY21 is Rs.
226. 2 mn and for FY22 is Rs 239. 9 mn after considering
an estimated apportioned value of stock options to be
granted to him. V Srinivasa Rangan’s remuneration has
been aligned to the corporation’s performance in the
past. We expect the board to remain judicious in
deciding his remuneration in the future as well.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Approve related party transactions
with HDFC Bank for FY21For For
HDFC Bank sources home loans for HDFC through its
branches across India. HDFC, after necessary due
diligence, approves and disburses the loans. The loans
are booked with HDFC and HDFC Bank is paid
commission for its services. Further HDFC Bank
periodically purchases the loans and HDFC is paid a fee
for servicing the home loans assigned by it. The audit
committee has already granted approval for
assignment/sale of home loans to the bank up to an
overall limit of Rs. 300. 0 bn for FY21. The proposed
related party transactions are in the ordinary course of
business and will be conducted on an arm’s length basis.
This arrangement with HDFC Bank enables HDFC to
expand its reach, leverage on group expertise and cross-
sell its products.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Approve issuance of Non-Convertible
Debentures of up to Rs. 1.25 trillionFor For
The issuance will be within the overall borrowing limit.
HDFC’s debt is rated , and which denotes highest
degree of safety regarding timely servicing of debt
obligations.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Reduce equity holding in HDFC Life
Insurance Company Ltd to 50% or less
from the current 51.43% following
specific direction issued by the
Reserve Bank of India
For For
HDFC currently holds 51. 43% in HDFC Life Insurance Co
Ltd (HDFC Life). Following the RBI directive, HDFC is
required to reduce its equity to 50% or less on or before
16 December 2020. Since the sale of incremental equity
is a regulatory requirement, we support the resolution.
30-Jul-2020HOUSING DEVELOPMENT
FINANCE CORPN. LTD.AGM Management
Reduce equity holding in HDFC Ergo
General Insurance Company Ltd to
50% or less from the current 50.58%
following specific direction issued by
the Reserve Bank of India
For For
With HDFC’s acquisition of 51. 2% of the stake of Apollo
Munich Health Insurance in Jan 2020 and its merger with
HDFC Ergo General Insurance Company Limited, HDFC’s
equity in the combined entity will be 50. 58%. Following
the RBI directive, HDFC is required to reduce its equity to
50% or less within 6 months of NCLT’s approval on the
merger. Since the sale of incremental equity is a
regulatory requirement, we support the resolution.
30-Jul-2020 AJANTA PHARMA LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
30-Jul-2020 AJANTA PHARMA LTD. AGM Management
Ratify interim dividend of Rs.13.00
per equity share of Rs.10 each as final
dividend
For For
Ajanta Pharma Limited paid an interim dividend of Rs.
13. 0 per share (of face value Rs 2. 0). Thus, the total
dividend for the year is Rs. 1. 1 bn (including dividend
tax) and the dividend payout ratio for the year is 25%.
30-Jul-2020 AJANTA PHARMA LTD. AGM ManagementReappoint Mannalal Agrawal (DIN:
00073828), as DirectorFor For
Mannalal B. Agrawal, 72, is part of the promoter family
andNon-Executive Chairperson of the company. He
retires by rotation, and his reappointment is in line with
the statutory requirements.
30-Jul-2020 AJANTA PHARMA LTD. AGM Management
Reappoint Madhusudan Agrawal
(DIN: 00073872) as Vice Chairperson,
for five years effective 1 April 2020
and fix his remuneration
For For
Madhusudan Agrawal, promoter, has been on the board
of Ajanta Pharma since 1979 and has over 40 years of
experience. For FY20, his remuneration was Rs. 16. 8 mn
and the proposed remuneration is estimated at the same
level, ~ Rs. 16. 8 mn. His proposed remuneration, given
his experience, is lower than peers.
30-Jul-2020 AJANTA PHARMA LTD. AGM Management
Ratify remuneration of Rs. 550,000
for Sevekari, Khare & Associates, Cost
Accountants, as cost auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of the company’s operations.
30-Jul-2020
CHOLAMANDALAM
INVESTMENT & FINANCE
CO. LTD.
AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The Financial results have been analysed and discussed.
30-Jul-2020
CHOLAMANDALAM
INVESTMENT & FINANCE
CO. LTD.
AGM Management
Confirm interim dividend of Rs. 1.7
per share (face value of Rs. 2.0 per
equity share) as final dividend for
FY20
For For
Cholamandalam Investment and Finance Co. Ltd (CIFL)
has paid interim dividends aggregating Rs. 1. 7 per equity
share (Re. 1. 0 per share on 12 December 2019 and Re.
0. 7 per share on 26 February 2020) as final dividend for
FY20. Total dividend payout for FY20 aggregates to Rs. 1.
6 bn. The total dividend payout ratio is 15. 4% of the
standalone PAT.
30-Jul-2020
CHOLAMANDALAM
INVESTMENT & FINANCE
CO. LTD.
AGM Management
To reappoint M.M. Murugappan (DIN:
00170478) as Non-Executive Non-
Independent Director liable to retire
by rotation
For For
M M Murugappan, 64, is a promoter and member of the
Murugappa family. He is the Executive Chairman of the
Murugappa Group Corporate Advisory Board. He
attended 100% of the meetings held in FY20. His
reappointment is in line with statutory requirements.
30-Jul-2020
CHOLAMANDALAM
INVESTMENT & FINANCE
CO. LTD.
AGM Management
Appoint Ms. Bhama Krishnamurthy
(DIN: 02196839) as Independent
Director for a period of five years
from 31 July 2019
For For
Ms. Bhama Krishnamurthy, 65, has over 35 years of
experience. She worked in IDBI (now IDBI Bank) and
SIDBI across banking operations. She has a diversified
experience across resource raising and management,
forex, treasury operations, credit dispensation and
management, risk management, credit functions and as
head of branch operations and the human resources
division. She holds a master’s in science from Mumbai
University. She attended 100% of the meetings held in
FY20. Her appointment is in line with statutory
requirements.
30-Jul-2020
CHOLAMANDALAM
INVESTMENT & FINANCE
CO. LTD.
AGM Management
Appoint Arun Alagappan (DIN:
00291361) as Managing Director for a
period of five years from 15
November 2019 and fix his
remuneration
For For
Arun Alagappan, 43, is a promoter and member of the
Murugappa family. He has over 20 years of work
experience with various businesses of the group. He was
the Executive Director of the company from August 2017
up to 14 November 2019. His proposed remuneration of
Rs. 42. 7 mn is in line with peers and is commensurate
with the size and complexity of the business. His
proposed remuneration is ~0. 6% of FY20 employee
benefits cost and ~0. 4% of FY20 net profit. Also, CIFL has
been prudent in fixing remuneration of the MD and
aligning it with the overall performance of the business
in the past, and we expect it to continue to do so, during
his tenure. As a good practice, companies must consider
setting a cap in absolute amounts on the overall
remuneration payable to executive directors.
30-Jul-2020
CHOLAMANDALAM
INVESTMENT & FINANCE
CO. LTD.
AGM Management
Appoint Ravindra Kumar Kundu (DIN:
07337155) as Executive Director for a
period of five years from 23 January
2020 and fix his remuneration
For For
Ravindra Kumar Kundu, 51, has 32 years of work
experience in the automobile and financial services
industry of which 20 years have been with the
Cholamandalam group. His last role in the company
before being elevated was as head of the vehicle finance
division. His proposed remuneration of Rs. 18. 1 mn is in
line with peers and is commensurate with the size and
complexity of the business. His proposed remuneration
is ~0. 3% of FY20 employee benefits cost and ~0. 2% of
FY20 net profits. As a good practice, companies must
consider setting a cap in absolute amounts on the overall
remuneration payable to executive directors.
30-Jul-2020
CHOLAMANDALAM
INVESTMENT & FINANCE
CO. LTD.
AGM Management
Issuance of non-convertible
debentures (NCDs) on a private
placement basis upto Rs. 300.0 bn
For For
The issuance of debt securities on private placement
basis will be within the company’s borrowing limit of Rs.
750 bn. The issuance is for the purpose of financing the
growth of the lending portfolio (vehicle finance and
home equity) of the company.
31-Jul-2020 AXIS BANK LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been analysed and discussed.
31-Jul-2020 AXIS BANK LTD. AGM ManagementReappoint B. Baburao (DIN 00425793)
as director liable to retire by rotationFor For
B. Baburao, 61 years, is a Non-Executive (Nominee)
Director of SUUTI since 19 January 2016. He has a
bachelor’s degree in engineering and is an MBA from
IIM, Ahmedabad. He was with UTI Mutual Fund for more
than 30 years. He retired as CEO of the Specified
Undertaking of UTI (SUUTI) in 2018. His reappointment
as director liable to retire by rotation is in line with all
statutory requirements.
31-Jul-2020 AXIS BANK LTD. AGM Management
Reappoint Rakesh Makhija (DIN
00117692) as Independent Director
from 27 October 2020 up to 26
October 2023
For For
Rakesh Makhija, 68, was appointed to the board of Axis
Bank in October 2015 and became its Non-Executive
Chairperson on 18 July 2019. He is former Managing
Director of SKF India from 2002 till 2009. His
reappointment is in line with all statutory requirements.
31-Jul-2020 AXIS BANK LTD. AGM Management
Appoint T.C. Suseel Kumar (DIN
06453310) as non-executive director,
nominee of Life Insurance
Corporation from 1 July 2020
For For
T. C. Suseel Kumar, 59, is Managing Director of Life
Insurance Corporation (LIC) of India, which is one of Axis
Bank’s promoters. He represents LIC’s interests on the
board. His appointment is in line with all statutory
requirements.
31-Jul-2020 AXIS BANK LTD. AGM Management
Approve borrowing/raising funds in
Indian Currency/Foreign Currency by
issue of debt instruments including
but not limited to bonds and non-
convertible debentures for an
amount upto Rs 350 bn
For For
The debt instruments to be issued will be within the
Bank’s overall borrowing limits of Rs 2. 0 trillion. Axis
Bank is rated CRISIL AAA/Stable/CRISIL A1+, ICRA
AAA/Stable/ICRA A1+, IND AAA/Stable/IND A1+ which
denotes the highest degree of safety regarding timely
servicing of financial obligations and BB+/Stable/B by
Moody’s, Baa3/Negative/P-3 by Standard and Poor’s,
and BB+/Negative/B by Fitch Ratings internationally.
31-Jul-2020 AXIS BANK LTD. AGM ManagementApprove issuance of securities of upto
Rs 150.0 bnFor For
At the current market price of Rs. 433. 9 per share, Axis
Bank will have to issue 345. 7 mn equity shares to raise
the entire Rs 150. 0 bn. This issuance will lead to a
dilution of 11. 1% on the expanded capital base. The
promoter stake will reduce to 14. 2% post issue, from 16.
0% on 31 March 2020. All shareholders including
promoters will be diluted equally. In the times of the
COVID-19 pandemic, raising capital and strengthening
the balance sheet will help protect the bank against
unforeseen risks.
31-Jul-2020 BANK OF BARODA AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For The Financial results have been discussed and analysed.
31-Jul-2020 BANK OF BARODA AGM Management
Approve fund raising up to Rs. 90.0 bn
through qualified institutional
placement
For For
At current market price of Rs. 51. 6 per share, the bank
can raise up to 1745. 9 mn shares. This will result in a
dilution of 27. 4% on the expanded equity base.
Following the issue, GOI’s shareholding will fall from 71.
6% to 52. 0%. Bank of Baroda’s free float market capital
is Rs. 61. 9 bn – therefore, its ability to raise the entire
Rs. 90. 0 bn from non-promoter shareholders is limited.
On 31 March 2020, the bank’s overall capital adequacy
ratio stood at 13. 30% with CET-I Capital at 9. 44%. The
proposed funds will provide support to the bank’s future
needs as well as help comply with capital adequacy
levels in line with the RBI Basel III transitional
arrangements.
31-Jul-2020 ATUL LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
31-Jul-2020 ATUL LTD. AGM Management
Confirm special interim dividend of
Rs. 12.5 per share and interim
dividend of 15.0 per share, aggerating
to Rs. 27.5 per share as final dividend
(face value Rs. 10.0) for FY20
For For
The company has proposed to confirm interim special
dividend of Rs. 12. 5 per share and interim dividend of
15. 0 per share, aggerating to Rs. 27. 5 per share as final
dividend (face value Rs. 10. 0) for FY20. The total
dividend outflow is Rs. 978. 9 mn, while the dividend
payout ratio is 15. 2%.
31-Jul-2020 ATUL LTD. AGM ManagementReappoint R A Shah (DIN: 00009851)
as Director liable to retire by rotationFor For
R A Shah, 89, retires by rotation. He has attended all the
board meetings during FY20. His reappointment is in line
with statutory requirements.
31-Jul-2020 ATUL LTD. AGM Management
Approve remuneration of Rs. 310,000
for R Nanabhoy & Co. as cost auditors
for FY21
For For
The proposed remuneration of Rs. 310,000 to be paid to
R Nanabhoy & Co. For FY21 is reasonable, compared to
the size and scale of the company’s operations.
31-Jul-2020 BHARTI AIRTEL LTD. NCM Management
Transfer the VSAT Business of Bharti
Airtel Ltd. and Bharti Airtel Services
Ltd. (BASL) by way of slump sale to
Hughes Communication India Pvt. Ltd.
(HCIPL) and HCIL Comtel Ltd.,
respectively, for a cash consideration
aggregating Rs. 1.0 bn
For For
On 7 May 2019, Bharti Airtel announced the
combination of India VSAT operations of Airtel and
Hughes Network Systems, LLC (Hughes). Bharti Airtel’s
VSAT business will be sold for a cash consideration of Rs.
1. 0 bn. Although Hughes will have majority ownership in
the combined entity, Airtel will have a significant
shareholding. Even so, there is no clarity on the
proposed shareholding pattern. Given that the size of
the VSAT business is not very material to the overall size
of Bharti Airtel (estimated at less than 0. 5% of FY20
consolidated revenues), and that the merger will enable
greater efficiencies in operations and investment
requirements, we support the transaction.
03-Aug-2020 BHARTI INFRATEL LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
03-Aug-2020 BHARTI INFRATEL LTD. AGM Management
Ratify the interim dividends
aggregating Rs 10.5 per share of face
value Rs 10.0 each for FY20
For For
The total dividend for FY20 is Rs. 10. 5 per equity share,
while it paid a dividend of Rs. 15. 0 in FY19. The total
dividend outflow (including dividend tax) for FY20 is Rs.
23. 4 bn and the dividend payout ratio is 120. 2%.
03-Aug-2020 BHARTI INFRATEL LTD. AGM Management
Reappoint Rajan Bharti Mittal (DIN:
00028016) as Non-Executive Non-
Independent Director
For For
Rajan Bharti Mittal, 61, is the Vice Chairperson, Bharti
Enterprises. His reappointment is in line with the
statutory requirements.
03-Aug-2020 BHARTI INFRATEL LTD. AGM Management
Reappoint Devender Singh Rawat
(DIN: 06798626) as Managing Director
& CEO from 1 April 2020 till 3 August
2020
For For
Devender Singh Rawat, 52, is MD & CEO and has served
on the board for the past six years. He was last
reappointed as MD & CEO for a term of three years in
the FY17 AGM. Devender Singh Rawat had conveyed to
the board that post the merger of Bharti Infratel Limited
and Indus Towers Limited, he would not like to be
considered for the role of MD & CEO of the merged
entity. Therefore, the board proposes to extend his
tenure till the AGM. He was paid a remuneration of Rs.
37. 7 mn in FY20. We estimate his remuneration from 1
April 2020 till 3 August 2020 at Rs. 27. 9 mn, which is
commensurate with peers and in line with the overall
performance of the company.
03-Aug-2020 BHARTI INFRATEL LTD. AGM Management
Reappoint Rajinder Pal Singh (DIN:
02943155) as Independent Director
for another term of five years w.e.f.
15 July 2020
For For
Rajinder Pal Singh, 69, is a Retired IAS and his last role
was as Secretary to Government of India, Department of
Industrial Policy & Promotions. He is currently the
Chairperson of NHAI. He has served on the board for the
past five years. His reappointment for a further term of
five years is in line with statutory requirements.
04-Aug-2020 PUNJAB NATIONAL BANK AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For The financial result have been analysed and discussed.
04-Aug-2020 PUNJAB NATIONAL BANK AGM Management
Approve set-off of accumulated losses
amounting to Rs. 287.1 bn against
securities premium account balance
For For
Punjab National Bank seeks shareholders’ approval to
set-off accumulated losses amounting to Rs. 287. 1 bn,
outstanding as at 31 March 2020, against the balance of
securities premium account, which will reduce to Rs.
407. 6 bn from Rs. 694. 7 bn. The bank believes that the
proposed transaction will help present a true and fair
view of the bank’s financial position and improve its
distributable reserves and further enable it to declare
dividends. Post set-off, there will be no change in capital
structure or in the shareholding pattern of the bank. The
proposed transaction represents a change in accounting
entry and will not impact the interests of minority
shareholders.
04-Aug-2020 PUNJAB NATIONAL BANK AGM Management
Approve fund raising up to Rs. 70.0 bn
through qualified institutional
placement
For For
At current market price of Rs. 33. 6 per share, the bank
can raise up to 2083. 3 mn shares. This will result in a
dilution of 23. 6% on the expanded equity base.
Following the issue, GOI’s shareholding will fall from 83.
2% to 63. 5%. Punjab National Bank’s free float market
capital is Rs. 53. 8 bn – therefore, its ability to raise the
entire Rs. 70. 0 bn from non-promoter shareholders is
limited. On 31 March 2020, the bank’s overall capital
adequacy ratio stood at 14. 14% with CET-I Capital at 10.
69%. The proposed funds will provide support to the
bank’s future needs as well as help comply with capital
adequacy levels in line with the RBI Basel III transitional
arrangements.
04-Aug-2020 UNION BANK OF INDIA AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For The financial results have been analysed and discussed.
04-Aug-2020 UNION BANK OF INDIA AGM Management
Approve set-off of accumulated losses
amounting to Rs. 327.6 bn against
securities premium account balance
For For
Union Bank of India seeks shareholders’ approval to set-
off accumulated losses amounting to Rs. 327. 6 bn,
outstanding as at 31 March 2020, against the balance of
securities premium account, which will reduce to Rs.
173. 5 bn from Rs. 501. 1 bn. The bank believes that the
proposed transaction will help present a true and fair
view of its financial position and improve its distributable
reserves and further enable it to declare dividends. Post
set-off, there will be no change in capital structure or in
the shareholding pattern of the bank. The proposed
transaction represents a change in accounting entry and
will not impact the interests of minority shareholders.
05-Aug-2020 ASIAN PAINTS LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
05-Aug-2020 ASIAN PAINTS LTD. AGM ManagementDeclare final dividend of Rs. 1.5 per
share of face value Re. 1.0 eachFor For
For FY20, Asian Paints has proposed a final dividend of
Rs. 1. 50 per share in addition to the interim dividend of
Rs. 3. 35 per share paid in November 2019 and Rs. 7. 15
per share paid in March 2020, taking total dividend to Rs
12. 0 per share (Rs 10. 5 per share in FY19). The total
dividend outflow including dividend tax for 2020 is Rs.
13. 9 bn. The dividend payout ratio for 2020 is 52. 3%
(56. 9% in FY19).
05-Aug-2020 ASIAN PAINTS LTD. AGM ManagementReappoint Ashwin Dani (DIN:
00009126) as DirectorFor For
Ashwin Dani, 77, is part of the promoter group and the
company’s Chairperson. He retires by rotation, and his
reappointment is in line with the statutory requirements.
05-Aug-2020 ASIAN PAINTS LTD. AGM ManagementReappoint Ms. Amrita Vakil (DIN:
00170725) as DirectorFor For
Ms. Amrita Vakil, 39, is part of the promoter family and
former Senior HR Executive at Frost & Sullivan. She is
liable to retire by rotation and her reappointment is in
line with statutory requirements.
05-Aug-2020 ASIAN PAINTS LTD. AGM Management
Reappoint Manish Choksi (DIN:
00026496) as Non-Executive Director
liable to retire by rotation
For For
Manish Choksi, 52, is part of the promoter group and
was appointed in October 2018 to fill the casual vacancy
caused by the demise of Ashwin Choksi. He will retire by
rotation, and his reappointment is in line with the
statutory requirements.
05-Aug-2020 ASIAN PAINTS LTD. AGM Management
Continue directorship of Ashwin Dani
(DIN: 00009126) beyond the age of 75
years, as Non-Executive Director
For For
Ashwin Dani is part of the promoter group and the
company’s Chairperson. Recent changes in SEBI’s LODR
require directors having attained the age of 75 to be re-
approved by shareholders through a special resolution.
In line with this regulatory change, Ashwin Dani’s
continuation on the board requires shareholder
approval: he is 77 years old. His continuation is in line
with the statutory requirements. We do not consider age
to be an eligibility criterion for board memberships.
05-Aug-2020 ASIAN PAINTS LTD. AGM Management
Appoint Amit Syngle (DIN: 07232566)
as a Director, not liable to retire by
rotation
For For
Amit Syngle, 54, has been working with Asian Paints for
the last 30 years in various capacities across Sales,
Marketing, Supply Chain & Research and Technology.
Although he is not liable to retire by rotation, we
recognize that he is being appointed as the MD & CEO
for a fixed term and his reappointment will need
shareholder approval.
05-Aug-2020 ASIAN PAINTS LTD. AGM Management
Appoint Amit Syngle (DIN: 07232566)
as MD & CEO for a period of three
years w.e.f. 1 April 2020
For For
Amit Syngle’s estimated FY21 pay (including commission)
in the range of Rs. 128. 4 – 196. 7 mn is commensurate
with the size of the company and in line with that of
remuneration paid to peers. As a good practice,
companies must consider setting a cap on the absolute
amount of remuneration (including commission)
payable to directors.
05-Aug-2020 ASIAN PAINTS LTD. AGM ManagementRatify remuneration of Rs 0.8 mn for
RA & Co. as cost auditors for FY21For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Adoption of audited standalone
financial statements for the year
ended 31 March 2020
For For The financial results have been analysed and discussed.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Adoption of audited consolidated
financial statements for the year
ended 31 March 2020
For For The financial results have been analysed and discussed.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Reappoint Dr. Ramachandra Galla
(DIN: 00133761) as Director liable to
retire by rotation and approve his
continuation on the board
For For
Dr. Ramachandra Galla, 81, is the founder and non-
executive Chairperson of the company. He has been on
the board for 35 years and retires by rotation. Recent
changes in SEBI’s LODR require shareholder approval by
a special resolution to appoint or continue the
appointment of non-executive directors who have
attained the age of 75. Dr. Ramachandra Galla is 81 years
old. We do not have an upper age limit for appointment
as a director. He attended 100% of the board meetings
held in FY20. His reappointment is in line with all
statutory requirements.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Reappoint Brahmayya & Co and
Deloitte Haskins & Sells LLP as joint
statutory auditors for a second term
of five years and fix their
remuneration at Rs.7.0 mn
For For
Brahmayya & Co and Deloitte Haskins & Sells LLP were
appointed as the statutory auditors in the 2015 AGM for
five years. The board proposes to reappoint them for a
period of five years, which will complete their tenure of
ten years as per provisions of Section 139 of Companies
Act, 2013. The proposed remuneration of Rs. 7. 0 mn
(excluding GST and reimbursement of actuals) for FY21 is
reasonable compared to the size and scale of the
company’s operations.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Ratify remuneration of Rs. 400,000
for Sagar & Associates as cost
auditors for FY21
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Appoint Dr. Ramadevi Gourineni (DIN:
01347211) as a Director liable to
retire by rotation from 1 February
2020
For For
Dr. Ramadevi Gourineni, 56, is Dr. Ramachandra Galla’s
daughter and Jayadev Galla’s sister. She is a neurologist
from University of Illinois, Chicago; and a fellow in EEG &
Sleep from Loyala University, and in sleep medicine from
Northwestern University, Illinois. She was director of
medical student education in Neurology at Northwestern
University and a faculty member at Northwestern
University for fifteen years. She is the Managing Director
of Amara Raja Infra Private Limited. Her appointment is
in line with all statutory requirements.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Reappoint Ms. Bhairavi Jani (DIN:
00185929) as an Independent
Director for a second term of five
years from 14 August 2020
For For
Ms. Bhairavi Jani, 40, is the Chairperson and Founder of
IEF Entrepreneurship Foundation and Executive Director
of SCA Group of companies. She attended 75% (3 out of
4) of the board meetings in FY20. Her reappointment as
an Independent Director meets all statutory
requirements.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Reappoint Jayadev Galla (DIN:
00143610) as Vice Chairperson and
Managing Director for five years and
fix his remuneration
For Against
Jayadev Galla, 54, represents the promoter family and
has served on the board for the past 26 years. We
estimate his FY21 remuneration at Rs. 454. 3 mn. The
proposed remuneration terms are the same as before.
His FY20 remuneration was 2106x the median employee
remuneration and aggregated 5. 4% of PBT. However,
despite the performance focused remuneration
structure, we observe that the proposed remuneration is
high compared to peers and not commensurate with the
overall size of the company. Along with his father, Dr.
Ramachandra Galla, the promoter family was paid a total
remuneration of Rs. 726. 9 mn in FY20, which aggregates
8. 7% of the PBT.
07-Aug-2020AMARA RAJA BATTERIES
LTD.AGM Management
Approve payment of commission to
Dr. Ramachandra Galla at 3% of net
profits for FY21, in excess of 50% of
remuneration payable to all non-
executive directors
For Against
Dr. Ramachandra Galla, 81, is promoter of the company.
He has served on the board since its inception. The
recent amendments to SEBI LODR require shareholders’
approval every year in which annual remuneration
payable to a single non-executive director exceeds 50%
of the total annual remuneration to all non-executive
directors. In the last three years, Dr. Ramachandra Galla
has drawn commission amounting to ~3. 3% of the
company’s PBT. His aggregate remuneration in FY20 was
Rs. 272. 6 mn, which is higher than peers. The ratio of his
pay to median employee remuneration was 1209x in
FY20 and along with his son, Jayadev Galla, the promoter
family was paid a total remuneration of Rs. 726. 9 mn in
FY20, which aggregates 8. 7% of the PBT.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Adoption of audited standalone
financial statements for the year
ended 31 March 2020
For For The financial results have been analysed and discussed.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Adoption of audited consolidated
financial statements for the year
ended 31 March 2020
For For The financial results have been analysed and discussed.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Declare dividend of Rs. 2.35 per
equity share of face value Rs.5.0 eachFor For
The total dividend outflow excluding dividend tax for
FY20 is Rs. 2. 9 bn. The dividend payout ratio for FY20 is
21. 8%.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Reappoint Anand Mahindra (DIN:
00004695) as Director liable to retire
by rotation
For For
Anand Mahindra, 65, is Promoter and Executive
Chairperson of Mahindra & Mahindra Limited. He
attended 100% of the board meetings held in FY20. He
retires by rotation and his reappointment is in line with
statutory requirements.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Approve remuneration of Rs.0.8 mn
for D C Dave & Co. as cost auditors for
FY21
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Re-designate Dr. Pawan Goenka as
Managing Director and Chief
Executive Officer from 1 April 2020
and reappoint him as Managing
Director designated as Managing
Director and Chief Executive Officer
from 12 November 2020 to 2 April
2021 and fix his remuneration from 1
August 2020
For For
As per succession planning by the company, Pawan
Goenka is being re-designated as Managing Director and
Chief Executive Officer from 1 April 2020. He will be
reappointed as Whole-time director till 1 April 2021. We
estimate his remuneration to be Rs. 151 mn. The
estimated remuneration is comparable to peers, and
commensurate with the size and complexity of the
business. Further, Dr. Pawan Goenka is a professional
whose skills carry market value. Companies must
consider setting a cap in absolute amounts on
commission and the overall remuneration payable to
executive directors.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Appoint Dr. Anish Shah (DIN:
02719429) as a Director liable to
retire by rotation
For For
Anish Shah, 50, is the Deputy Managing Director and CFO
of Mahindra & Mahindra Limited. He is responsible for
the group corporate office and oversight of all
businesses other than auto and farm sectors. His
appointment is in line with all statutory requirements.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Appoint Dr. Anish Shah as Whole-
time Director for a period of five
years designated as Deputy Managing
Director and Group Chief Financial
Officer from 1 April 2020 to 1 April
2021 and as the Managing Director
designated as Managing Director and
Chief Executive Officer from 2 April
2021 to 31 March 2025 and fix his
remuneration
For For
Anish Shah is the Deputy Managing Director and group
Chief Financial Officer of the company. He will be re-
designated as Managing Director and Chief Executive
Officer from 2 April 2021. We estimate his remuneration
to be Rs. 138. 0 mn for FY21. The estimated
remuneration is comparable to peers, and
commensurate with the size and complexity of the
business. Further, Anish Shah is a professional whose
skills carry market value.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Appoint Rajesh Jejurikar (DIN:
00046823) as Director liable to retire
by rotation
For For
Rajesh Jejurikar, 55, is the Executive Director
(Automotive and Farm Sector) of the company. He has
diverse experience across packaged goods, advertising,
media, automotive and farm equipment. His
appointment is in line with all statutory requirements.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Appoint Rajesh Jejurikar as Whole-
time Director designated as Executive
Director (Automotive and Farm
Sectors) for a period of five years
from 1 April 2020 and fix his
remuneration
For For
We estimate Rajesh Jejurikar’s remuneration at Rs. 84. 1
mn for FY21. The estimated remuneration is comparable
to peers, and commensurate with the size and
complexity of the business. Further, Rajesh Jejurikar is a
professional whose skills carry market value.
07-Aug-2020MAHINDRA &
MAHINDRA LTD.AGM Management
Appoint CP Gurnani (DIN: 00018234)
as Non-Executive Non-Independent
Director liable to retire by rotation
For For
CP Gurnani, 61, is Managing Director and CEO of Tech
Mahindra Limited. His appointment is in line with all
statutory requirements.
09-Aug-2020 I C I C I BANK LTD. Postal Ballot ManagementApprove issuance of securities of upto
Rs 150.0 bnFor For
At the current market price of Rs. 360. 35 per share, ICICI
Bank will have to issue ~ 416. 3 mn equity shares to raise
the amount of Rs 150. 0 bn. This issuance will lead to a
dilution of ~ 6. 04% on the expanded capital base
(including the ADR holders). As on 31 March 2020, ICICI
Bank’s CET-1 ratio was 13. 39%, Tier-1 ratio was 14. 72%
and total capital adequacy ratio was 16. 11%. Given the
uncertainty on account of the COVID-19 pandemic,
raising capital and strengthening the balance sheet will
help protect the bank against unforeseen risks and aid in
improving its competitive positioning in the market, help
ensure capital adequacy remains above the regulatory
norms. And it will increase the banks’ ability to pursue
opportunistic situations, should they arise.
10-Aug-2020 CANARA BANK AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For The financial results have been analysed and discussed.
10-Aug-2020 CANARA BANK AGM Management
Issue of equity shares up to Rs. 50.0
bn by way of FPO / QIP/ Rights Issue
or any other mode of combination
For For
At current market price of Rs. 102. 3 per share, the bank
will need to issue 488. 8 mn shares to raise Rs. 50. 0 bn.
This will result in a dilution of 25. 2% on the expanded
equity base. Following the issue, GOI’s shareholding will
fall from 78. 6% to 58. 8%. Canara Bank’s free float
market capital is Rs. 30. 1 bn – therefore, it will be
challenging for the bank to raise the entire Rs. 50. 0 bn
from non-promoter shareholders. On 31 March 2020,
the bank’s overall capital adequacy ratio stood at 13.
65% with CET-I Capital at 9. 39%. The proposed funds will
provide support to the bank’s future needs as well as
help comply with capital adequacy levels in line with the
RBI Basel III transitional arrangements.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been analysed and discussed.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Reappoint Vinod Kumar Aggarwal
(DIN: 00038906) as Non-Executive
Non-Independent Director
For For
Vinod Kumar Aggarwal, 60, has been associated with
Eicher Group for 35 years. He has held several
management positions including the CFO of Eicher Group
from 2005 to 2009. He is currently the MD & CEO of VE
Commercial Vehicles Ltd. , a JV between AB Volvo and
Eicher Motors. He was appointed on the board with
effect from 1 April 2019. He retires by rotation and his
reappointment as Non-Executive Non-Independent
Director meets all statutory requirements.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Ratify remuneration of Rs. 4,50,000
payable to Ms. Jyothi Satish as cost
auditors for 2020
For For
The company proposes to pay total remuneration of Rs.
4,50,000 plus applicable taxes and reimbursement of out
of pocket expenses to Ms. Jyothi Satish for undertaking
cost audit of the company in FY20. The total
remuneration is reasonable compared to the size and
scale of the company’s operations.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Reappoint Ms. Manvi Sinha (DIN:
07038675) as Independent Director
for another term of five years from 13
February 2020
For For
Ms. Manvi Sinha, 46, has over two decades of experience
as a journalist and is the former Chief Revenue Officer at
NDTV Ltd. Her reappointment for a second term as
Independent Director meets all statutory requirements.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Reappoint S. Sandilya (DIN:
00037542) as Independent Director
for five years from 13 February 2020
and approve his continuation on the
board after attaining the age of 75
years
ForAbstain / No
VoteNot material.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Approve payment of remuneration of
Rs. 5.7 mn (excluding sitting fees) to
S. Sandilya, Independent Chairperson
for FY20, which exceeds 50% of the
total remuneration payable to all non-
executive directors
For For
S. Sandilya, 72, is the Chairperson of the company and
has served on the board for the past 20 years. His FY20
commission of Rs. 5. 7 mn is 54. 3% of total
remuneration paid to all non-executive directors and is
reasonable at 0. 02% of standalone PBT of the company.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Adopt a new set of Articles of
Association in line with Companies
Act, 2013 with authorization for
subdivision of equity shares
For For
The existing Articles of Association (AoA) are based on
the provisions of the erstwhile Companies Act, 1956. The
company proposes to adopt a new AoA in line with the
Companies Act, 2013. The new AoA will also authorise
the company to subdivide its shares as per Resolution
#8.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Subdivision of equity shares from face
value of Rs. 10.0 per share to face
value of Re. 1.0 per share
For For
The proposed subdivision is expected to increase the
liquidity and make the equity shares of the company
more affordable to the small investors. The passing of
this resolution is subject to obtaining shareholders’
approval as per Resolution #7.
10-Aug-2020 EICHER MOTORS LTD. AGM Management
Alteration of Capital Clause of
Memorandum of Association to
accommodate the subdivision of
equity shares
For For
The board has proposed to make alterations in the
Memorandum of Association of the company to reflect
the sub-division of equity shares. The passing of this
resolution is subject to obtaining shareholders’ approval
as per Resolution #8.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Declare final dividend of Rs. 4.0 per
share of face value Re. 1.0 each for
FY20
For For
The total dividend for FY20 is Rs. 4. 0 per share while the
company paid a dividend of Rs. 5. 0 per share in FY19.
The total dividend outflow for FY20 is Rs. 3. 6 bn. The
dividend payout ratio for FY20 is 23. 4% (38. 9% in FY19).
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Reappoint Noel Naval Tata (DIN:
00024713) as Non-Executive Non-
Independent Director
For For
Noel Naval Tata, 63, is currently designated as Vice-
Chairperson and MD of Tata International Limited and
the Chairperson of Trent Limited and Voltas Limited. His
reappointment is in line with statutory requirements.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Appoint Ms. Kakarla Usha (DIN:
07283218) as Non-Executive Non-
Independent Director
For For
Ms. Kakarla Usha, 51, IAS, represents the co-promoter,
TIDCO on the board. She is the Chairperson and MD of
TIDCO. Ms. Kakarla Usha is on ten boards (excluding
Titan and TIDCO), of which Tamilnadu Petroproducts
Limited is a large listed company. Most of the companies
are state government enterprises and will likely fall
within her role as Chairperson and MD of TIDCO. Even
so, in her current designation, we believe Ms. Kakarla
Usha’s directorship will add value to Titan. Her
appointment is in line with statutory requirements.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Appoint Bhaskar Bhat (DIN:
00148778) as Non-Executive Non-
Independent Director
For For
Bhaskar Bhat, 65, represents Tata Sons Private Limited
on the board. He served as the MD of Titan from 1 April
2002 until his retirement on 30 September 2019. His
appointment is in line with all statutory requirements.
11-Aug-2020 TITAN COMPANY LTD. AGM ManagementAppoint C. K. Venkataraman (DIN:
05228157) as DirectorFor For
C. K. Venkataraman, 59, holds a post graduate diploma
in management from IIM, Ahmedabad. Prior to his
appointment on the board, he served as CEO of the
jewelry division of Titan. His appointment is in line with
all statutory requirements.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Appoint C. K. Venkataraman (DIN:
05228157) as Managing Director for a
period of five years from 1 October
2019 and fix his remuneration
For For
C. K. Venkataraman had joined Titan in 1990 and initially
worked in the advertising & marketing functions. He was
then promoted as Head of Sales & Marketing for the
Titan brand in 2003, and then as the CEO of the jewelry
division. We estimate his FY21 remuneration at Rs. 81. 6
mn, which is commensurate with the overall
performance of the company and in line with peers.
Further, C. K. Venkataraman is a professional, whose skill
carries a market value. The company has not disclosed
the quantum of commission which he may receive. As a
measure of transparency, companies must provide
details of all aspects of the remuneration proposed.
Further, his remuneration is being set as minimum
remuneration in case of inadequate profits: the company
must seek approval via special resolution to set his pay
as minimum remuneration.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Appoint Ms. Sindhu Gangadharan
(DIN: 08572868) as Independent
Director for a period of five years
from 8 June 2020
For For
Ms. Sindhu Gangadharan, 44, is a computer science
engineer from Bangalore University. She is the Vice-
Chairperson and MD of SAP Labs India. She has nearly
two decades of experience with SAP Labs, in India and
Germany. Her appointment is in line with all statutory
requirements.
11-Aug-2020 TITAN COMPANY LTD. AGM ManagementAuthorize the board to appoint
branch auditorsFor For
The company seeks shareholders’ permission to
authorize the board to appoint branch auditors in
consultation with the statutory auditor and fix their
remuneration, for its existing and future branch offices
outside India.
11-Aug-2020 TITAN COMPANY LTD. AGM Management
Approve payment of commission to
Non-Executive Directors up to 1% of
net profits
For For
The company paid a total of Rs. 39. 8 mn (0. 2% of
standalone PBT) as commission to its Non-Executive
Directors in FY20. The company must set a cap in
absolute terms on the commission payable; further, we
do not encourage resolutions seeking shareholder
approval in perpetuity. However, as profits grow, we
except the company to continue to be judicious in
paying commission to its Non-Executive Directors.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Declare final dividend of Rs. 13.0 per
equity share (face value Rs. 10.0)For For
The total dividend outflow for FY20 is ~Rs. 3. 7 bn. The
dividend payout ratio is 10. 1%.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Reappoint Ms. Rajashree Birla (DIN:
00022995) as DirectorFor For Nothing objectionable.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Reappoint BSR & Co LLP as joint
statutory auditors for a period of five
years and fix their remuneration at
Rs. 25.0 mn for FY21
For For
BSR & Co LLP were appointed as joint statutory auditors
in the AGM of FY15 for five years. The board proposes to
reappoint them for a period of five years, which will
complete their tenure of ten years as per provisions of
Section 139 of Companies Act 2013. The proposed
remuneration of Rs. 25. 0 mn (excluding GST and
reimbursement of actuals) is reasonable compared to
the size and scale of the company’s operations.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Approve aggregate remuneration of
Rs. 2.85 mn payable to D C Dave & Co
and N D Birla & Co as cost auditors for
FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of operations.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Appoint K C Jhanwar (DIN: 01743559)
as Managing Director for three years
with effect from 1 January 2020 and
fix his remuneration
For For
K C Jhanwar is being appointed as Managing Director
replacing KK Maheshwari. He was the Deputy Managing
Director till December 2019. For FY20, the remuneration
paid to him is estimated at Rs. 73. 6 mn (estimated
annual incentive pay to be paid out in FY21 at Rs. 27. 6
mn). Including stock options and RSUs, his proposed
remuneration as Managing Director is estimated to
range between Rs. 112. 5 mn to Rs. 149. 2 mn. The
proposed remuneration is in line with peers and
commensurate with the size and complexity of the
business. As a good governance practice companies
must disclose the maximum number of stock options
that can be granted to directors annually.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Approve continuation of Ms
Rajashree Birla (DIN: 00022995) as
Non-Independent Director on
attainment of 75 years of age
For For Nothing objectionable.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Approve revision in remuneration of
Atul Daga (DIN: 06416619) as Whole-
Time Director and CFO from 1 July
2020
For For
Atul Daga, was appointed as Executive Director and CFO
of UltraTech Cement for a period of five years with effect
from 9 June 2016. During FY20, remuneration paid to
Atul Daga is estimated at Rs. 28. 1 mn (estimated annual
incentive pay of Rs. 8. 5 mn which will be paid out in
FY21). After the revision, his FY21 remuneration is
estimated at Rs. 39. 3 mn including stock options. The
proposed remuneration is commensurate with the size
and complexity of the business. As a good governance
practice, companies must disclose the maximum number
of stock options that can be granted to directors
annually.
12-Aug-2020ULTRATECH CEMENT
LTD.AGM Management
Reppoint Ms. Alka Bharucha (DIN:
00114067) as Independent Director
for a period of five years with effect
from 9 June 2021
For For
Ms. Alka Bharucha is Co-founder and partner at
Bharucha & Partners and has been on the board since
June 2016. She is also on the board of Hindalco
Industries, a group company since July 2018. Her
reappointment is in line with statutory requirements.
12-Aug-2020 LUPIN LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
12-Aug-2020 LUPIN LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
12-Aug-2020 LUPIN LTD. AGM ManagementDeclare dividend of Rs. 6.0 per equity
share of Rs. 2.0 eachFor For
The company has proposed a final dividend of Rs. 6. 0
per equity share of face value Rs. 2. 0 for the year ended
31 March 2020. The total dividend outflow including
dividend tax for FY20 is Rs. 3. 3 bn. The dividend payout
ratio is 45. 0%.
12-Aug-2020 LUPIN LTD. AGM Management
Reappoint Nilesh Deshbandhu Gupta
(DIN: 01734642) as Director liable to
retire by rotation
For For
Nilesh Deshbandhu Gupta, 46, is part of the promoter
family and Managing Director. He attended 100% of
board meetings in FY20. His reappointment as director,
liable to retire by rotation, is in line with all statutory
requirements.
12-Aug-2020 LUPIN LTD. AGM Management
Reappoint Ms. Vinita Gupta (DIN:
00058631) as CEO for a period of five
years w.e.f. 28 March 2020
For For
Ms. Vinita Gupta was paid a remuneration of Rs. 128. 3
mn in 2019, which was 280x the median employee
remuneration. Her remuneration has been aligned to
company performance over the past five years. The
estimated FY21 remuneration of 141. 1 mn (assuming a
10% increase) is commensurate with the size of the
company and in line with that of remuneration paid to
peers. We observe that though her remuneration will
not be paid be paid by Lupin India, it will however, be
reflected on a consolidated basis. Therefore, the
company should have made adequate disclosures
regarding the terms of remuneration while seeking
shareholders’ approval.
12-Aug-2020 LUPIN LTD. AGM Management
Appoint Ramesh Swaminathan (DIN
01833346) as Executive Director,
Global CFO & Head Corporate Affairs
for a period of five years w.e.f. 26
March 2020 and fix his remuneration
For For
Ramesh Swaminathan’s estimated remuneration for
FY21 of Rs. 79. 4 mn (excluding sign up bonus) is
commensurate with the size and scale of operations of
the company. This is also in line with the remuneration
paid to industry peers. As a good governance practice,
we expect companies to disclose the likely quantum of
stock options which will be issued. Notwithstanding, he
is professional whose skills and experience carry a
market value.
12-Aug-2020 LUPIN LTD. AGM Management
Reappoint Jean-Luc Belingard (DIN:
07325356) as an Independent
Director from 12 August 2020 till 11
August 2025
For For
Jean-Luc Belingard, 72, is the former Chairperson of
bioMerieux S. A. He was appointed as Independent
Director in July 2015. He attended 88% of board
meetings in FY20. His reappointment is in line with all
statutory requirements.
12-Aug-2020 LUPIN LTD. AGM Management
Approve remuneration payable to
Non-Executive Directors not
exceeding 0.5% of net profits for a
period of five years from 1 April 2020
For For
Lupin proposes to continue the payment of commission
for further five years beginning 1 April 2020. Historically,
Lupin’s commission to non-executive directors has been
judicious, averaging at about 0. 16% of profits. We
expect commission payouts to non-executive directors to
remain in the same range. As a measure of transparency
and good governance practice, we expect companies to
fix the absolute amount of commission payable to non-
executive directors.
12-Aug-2020 LUPIN LTD. AGM Management
Approve remuneration of Rs. 700,000
payable to S. D. Shenoy, cost auditors
for FY21
For For
The proposed remuneration to be paid to the cost
auditor in FY21 is reasonable compared to the size and
scale of operations.
12-Aug-2020 THERMAX LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
12-Aug-2020 THERMAX LTD. AGM Management
Confirm interim dividend of Rs. 7.0
per share (face value of Rs. 2.0 per
equity share) as final dividend for
FY20
For ForThe total dividend outflow including dividend tax is Rs. 1.
0 bn. The dividend pay-out ratio is 46. 9%.
12-Aug-2020 THERMAX LTD. AGM Management
Reappoint Pheroz Pudumjee (DIN
00019602) as Director liable to retire
by rotation
For For
Pheroz Pudumjee is part of the promoter group and a
non-executive director of the company. He has been on
the board of Thermax for 20 years. His reappointment is
in line with the statutory requirements.
12-Aug-2020 THERMAX LTD. AGM Management
Reappoint SRBC & Co LLP as statutory
auditors for five years and authorize
the board to fix their remuneration
For For
SRBC & Co LLP was appointed as the statutory auditors in
the AGM of FY15 for five years. The board proposes to
reappoint them for a period of five years, which will
complete their tenure of ten years as per provisions of
Section 139 of Companies Act 2013. While the
reappointment is in line with the statutory requirements,
there is no disclosure on the proposed audit fees
payable, which is a mandatory requirement under
Regulation 36 (5) of SEBI’s LODR.
12-Aug-2020 THERMAX LTD. AGM Management
Ratify remuneration of Rs. 575,000
payable to Dhananjay V. Joshi &
Associates., as cost auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditor is reasonable compared to the size and scale of
the company’s operations.
12-Aug-2020 THERMAX LTD. AGM Management
Extend the term for M.S.
Unnikrishnan (DIN: 01460245) as MD
& CEO for two months from 1 July
2020 to 31 August 2020 under
existing remuneration terms
For For
The tenure of M. S. Unnikrishnan, MD & CEO of the
company ended on 30 June 2020 as per the terms of his
re-appointment in the AGM of 2017. The board has
extended his tenure for two months effective 1 July 2020
to 31 August 2020, subject to shareholder approval. He is
being replaced by Ashish Bhandari as MD & CEO. We
support the resolution since the extension of his term
will support a smooth transition to a new leadership.
12-Aug-2020 THERMAX LTD. AGM Management
Appoint Ashish Bhandari (DIN:
05291138) as a Director from 18 June
2020
For For
Ashish Bhandari, 49, is the former Vice President – India
and South Asia region at Baker Hughes. He replaces M. S.
Unnikrishnan as MD & CEO w. E. F. 1 September 2020. It
is unclear if he is liable to retire by rotation or not,
however, we recognize that he is being appointed as MD
& CEO for a fixed term and his reappointment will need
shareholder approval.
12-Aug-2020 THERMAX LTD. AGM Management
Appoint Ashish Bhandari (DIN:
05291138) as MD & CEO for a period
of five years w.e.f. 1 September 2020
For For
Ashish Bhandari was appointed as Joint Managing
Director from 7 April 2020. The company proposes to
appoint him as Managing Director and CEO from 1
September 2020 for a period of five years. His estimated
FY21 pay (excluding sign up bonus) at Rs. 75. 0 mn is
commensurate with the size of the company and in line
with that of remuneration paid to peers.
12-Aug-2020 HERO MOTOCORP LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The results have been discussed and analysed.
12-Aug-2020 HERO MOTOCORP LTD. AGM Management
Ratify interim dividend of Rs. 65.0 and
declare final dividend of Rs. 25.0 per
equity share (face value Rs. 2.0) for
FY20
For For
The total dividend for FY20 is Rs. 90. 0 per share, while it
was Rs. 87. 0 in FY19. The total dividend outflow for FY20
is Rs. 20. 6 bn, while the dividend payout ratio is 56. 8%.
12-Aug-2020 HERO MOTOCORP LTD. AGM ManagementReappoint Suman Kant Munjal (DIN:
00002803) as DirectorFor For
Suman Kant Munjal, a part of the promoter family, has
been on the board of Hero since July 2010. He is the
Managing Director of Rockman Industries Limited. His
reappointment is in line with statutory requirements.
12-Aug-2020 HERO MOTOCORP LTD. AGM Management
Approve remuneration of Rs. 825,000
for Ramanath Iyer & Co. as cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditor in FY21 is reasonable compared to the size and
scale of operations.
12-Aug-2020 HERO MOTOCORP LTD. AGM Management
Appoint Ms Tina Trikha (DIN:
02778940) as Independent Director
for a period of five years w.e.f. 23
October 2019
For For
Ms Tina Trikha has two decades of experience working in
a variety of roles with companies in the United States,
India, and South-East Asia. Currently she serves as the
head of communications and talent development at
SeaLink Capital Partners – a private equity firm. Her
appointment is in line with statutory requirements.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM ManagementDeclare final dividend of Rs. 18.0 per
equity share (FV Rs.2.0) for FY20For For
The total dividend of Rs. 18. 0 per equity share for FY20
which is same as paid in FY19. The total dividend outflow
including dividend tax for FY20 is Rs. 30. 4 bn and the
dividend payout ratio is 45. 5%.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM ManagementReappoint Subramanian Sarma (DIN:
00554221) as DirectorFor For
Subramanian Sarma, 63, is the CEO and MD of L&T
Hydrocarbon Engineering. He is currently designated as a
non-executive director and will take up the executive
role, w. E. F. 19 August 2020. In his new role, over and
above his current responsibilities as CEO and Managing
Director of L&T Hydrocarbon Engineering Limited, he will
assume charge of Power IC. His reappointment is in line
with the statutory requirements.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM ManagementReappoint Ms. Sunita Sharma (DIN:
02949529) as DirectorFor For
Ms. Sunita Sharma, 61, is a LIC Nominee. Her
reappointment is in line with the statutory requirements.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM ManagementReappoint A.M. Naik (DIN: 00001514)
as DirectorFor For
A. M. Naik (DIN: 00001514), 78, is a Chairperson of L&T.
In addition to the sitting fees, A. M. Naik is entitled to a
fixed commission of Rs. 50. 0 mn and perquisites. His
reappointment meets all statutory requirements.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Reappoint and approve continuation
of A.M Naik (DIN: 00001514) as
Director who has attained the age of
seventy-five years
For For
In line with this regulatory change, A. M. Naik’s
continuation on the board requires shareholder
approval: he is 78 years old. His continuation is in line
with the statutory requirements. We do not consider age
to be an eligibility criterion for board memberships.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM ManagementAppoint Sudhindra Vasantrao Desai
(DIN: 07648203) as DirectorFor For
Sudhindra Vasantrao Desai, 60, holds a masters’ degree
in Civil Engineering from IIT Madras. He has been
associated with L&T since 1997. He has experience in
civil and infrastructure sectors. He is currently
responsible for Heavy Civil Infra and Transportation Infra
business. His appointment is in line with the statutory
requirements.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM ManagementAppoint T. Madhava Das (DIN:
08586766) as DirectorFor For
T. Madhava Das, 57, holds a bachelors’ degree in
engineering from NIT Calicut and masters’ degree in
management from Xavier Institute, Bhubaneshwar. He
has experience in managing large business portfolios in
power transmission and distribution segment. He is
currently responsible for Power Transmission &
Distribution and Water & Effluent Treatment. His
appointment is in line with the statutory requirements.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Reappoint D.K. Sen (DIN: 03554707)
as as Executive Director and Sr.
Executive VP (Development Projects)
from 1 October 2020 till 7 April 2023
For For
D. K. Sen, 64, has been associated with L&T for the past
31 years. He is currently responsible for Development
Projects business. He was paid a remuneration of Rs. 44.
7 mn in FY20. We estimate the remuneration during his
tenure in the range of Rs. 43. 1-84. 7 mn, which is
commensurate with peers and in line with the overall
performance of the company. The EDs of the company
took a pay cut of 30-40% in FY20; a range has been
assigned to factor in the expected increase once the
performance goes back to pre-COVID levels. Further, he
is a professional, whose skill carry a market value. The
company must consider, providing a cap on the
commission or his overall pay.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Reappoint Subramanian Sarma (DIN:
00554221) as Executive Director for a
term of five years, w.e.f. 19 August
2020
For For
Subramanian Sarma, 63, is the CEO and MD of L&T
Hydrocarbon Engineering. He has about four decades of
professional experience and leads the worldwide
Hydrocarbon projects portfolio of L&T. He is currently
designated as a non-executive director and will take up
the executive role, w. E. F. 19 August 2020. In his new
role, over and above his current responsibilities as CEO
and Managing Director of L&T Hydrocarbon Engineering
Limited, he will be responsible for the Power business.
He was paid a remuneration of Rs. 163. 3 mn in FY20 for
his services as CEO and MD of L&T Hydrocarbon
Engineering Limited. There is lack of clarity about his
overall remuneration, given his dual role. We estimate
his overall remuneration during his tenure in the range
of Rs. 199. 4-210. 2 mn, which is commensurate with
peers and in line with the overall performance of the
company. Further, he is a professional, whose skill carry
a market value. The company must consider, providing a
cap on the commission or his overall pay. Given his
estimated compensation, we expect the company to
disclose the performance benchmarks that will be used
to determines his variable pay.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Appoint Sudhindra Vasantrao Desai
(DIN: 07648203) as Executive Director
and Sr. Executive VP (Civil
Infrastructure) for a term of five
years, w.e.f. 11 July 2020
For For
Sudhindra Vasantrao Desai, 60, has been associated with
L&T since 1997. He is currently responsible for Heavy
Civil Infra and Transportation Infra business. We
estimate remuneration for Sudhindra Vasantrao Desai,
during his tenure in the range of Rs. 37. 5-79. 1 mn,
which is commensurate with peers and in line with the
overall performance of the company. The EDs of the
company took a pay cut of 30-40% in FY20; a range has
been assigned to factor in the expected increase once
the performance goes back to pre-COVID levels. Further,
he is a professional, whose skill carry a market value. The
company must consider, providing a cap on the
commission or his overall pay.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Appoint T. Madhava Das (DIN:
08586766) as Executive Director and
Sr. Executive VP (Utilities) for a term
of five years, w.e.f. 11 July 2020
For For
T. Madhava Das, 57, has experience in managing large
business portfolios in power transmission and
distribution segment. He is currently responsible for
Power Transmission & Distribution and Water & Effluent
Treatment. We estimate remuneration for T. Madhava
Das, during his tenure in the range of Rs. 37. 5-79. 1 mn,
which is commensurate with peers and in line with the
overall performance of the company. The EDs of the
company took a pay cut of 30-40% in FY20; a range has
been assigned to factor in the expected increase once
the performance goes back to pre-COVID levels. Further,
he is a professional, whose skill carry a market value. The
company must consider, providing a cap on the
commission or his overall pay.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Issue securities of upto Rs. 45.0 bn or
US$ 600 mn, whichever is higher,
through Qualified Institutional
Placement (QIP)
For For
L&T had an outstanding order book of Rs. 3,050. 8 bn, as
on 30 June 2020. The company will require capital to
meet the needs of growing business. While it is expected
that the internal accruals will partially finance the need
for capital, company may need use both debt and equity
instruments to raise capital. The issue of securities will
be governed by the SEBI (ICDR) Regulations and will
result in a dilution of around ~3. 4% for existing
shareholders (assuming Rs. 45. 0 bn is raised), at current
market prices, which is reasonable.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Reappoint Deloitte Haskins & Sells LLP
as statutory auditors for their second
term of five years and fix their
remuneration
For For
Deloitte Haskins & Sells LLP (Deloitte) was appointed as
the statutory auditors in the AGM of FY16 for five years.
They have been the auditors of the company for the past
five years. The company proposes to reappoint them for
the second term of five years, which will complete their
tenure of ten years as per provisions of Section 139 of
Companies Act 2013. They will be paid a remuneration of
Rs. 20. 5 mn for FY21 (plus taxes and out of pocket
expenses). The proposed remuneration is reasonable
compared to the size and scale of the company’s
operations. By disclosing the profile and rationale for
reappointment of Deloitte, L&T has made disclosures
that are superior to the disclosures made in similar
resolutions by other companies.
13-Aug-2020 LARSEN & TOUBRO LTD. AGM Management
Approve remuneration of Rs. 1.3 mn
for R. Nanabhoy & Co. as cost
auditors for FY20
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
14-Aug-2020 CITY UNION BANK LTD. AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For The financial results have been analysed and discussed.
14-Aug-2020 CITY UNION BANK LTD. AGM ManagementConfirm interim dividend of Rs. 0.5
per share (Face Value: Re. 1)For For
CUB paid an interim dividend of Rs. 0. 5 per equity share
of face value Rs. 1 on 29 March 2020, for FY20. The
dividend payout ratio is 9. 3%. Dividend amount remains
unchanged from that paid in FY19. The bank did not
declare final dividend for FY20 pursuant to RBI circular
dated 17 April 2020 directing all banks not to make any
further dividend pay-outs from the profits pertaining
FY20 until further instructions.
14-Aug-2020 CITY UNION BANK LTD. AGM Management
Reappoint Sundaram & Srinivasan as
statutory auditors for one year and fix
remuneration at Rs. 3.3 mn
For For
CUB proposes to reappoint Sundaram & Srinivasan as
statutory auditors for FY21. They were appointed as the
auditors of the bank in FY18. The reappointment is in
line with all the statutory requirements. The proposed
remuneration of Rs 3. 3 mn is in line with the size and
operations of the bank. The bank paid an overall audit
fee of Rs 1. 7 mn in FY19 and Rs 2. 0 mn in FY20.
14-Aug-2020 CITY UNION BANK LTD. AGM Management
Authorize the board to appoint
branch auditors and fix their
remuneration
For For
CUB proposes to appoint a branch auditor in
consultation with the statutory auditors to audit the
bank’s branches/offices that are not audited by the
central statutory auditors.
14-Aug-2020 CITY UNION BANK LTD. AGM Management
Reappoint Dr. N. Kamakodi (DIN
02039618) as Managing Director &
CEO from 1 May 2020 for three years
and fix his remuneration
For For
Dr. N. Kamakodi is B. Tech, MBA, CAIIB and has a Ph. D.
He joined City Union Bank in 2003 and was appointed as
MD & CEO in May 2011. As per our estimates his
proposed cash remuneration from 1 May 2019 can go
upto Rs 17 mn (including the variable pay pertaining to
FY19 of Rs 3. 0 mn). If he is granted ESOPs in FY21, we
estimate his proposed remuneration at Rs 29. 0 mn
based on past trends. The estimated proposed
remuneration is in line with that paid to industry peers
and commensurate with the size and complexities of the
business. We expect the bank to remain judicious in its
ESOP grants and remuneration payouts.
14-Aug-2020 CITY UNION BANK LTD. AGM Management
Ratify variable pay of Rs 0.3 mn for
FY19 and approve revision in
remuneration from 1 May 2019 for
Dr. N. Kamakodi (DIN 02039618), MD
& CEO
For For
Dr. N. Kamakodi was paid a remuneration of Rs 13. 5 mn
for FY20 including a variable pay of Rs 2. 0 mn pertaining
to FY18 (but excluding perquisite value of ESOPs
exercised). He was not granted any ESOPs in FY20. As per
our estimates his proposed cash remuneration from 1
May 2019 can go upto Rs 17. 0 mn (including the variable
pay pertaining to FY19 of Rs 3. 0 mn). If he is granted
ESOPs in FY21, we estimate his proposed remuneration
at Rs 29. 0 mn based on past trends. The estimated
proposed remuneration is in line with that paid to
industry peers and commensurate with the size and
complexities of the business. We expect the bank to
remain judicious in its ESOP grants and remuneration
payouts.
14-Aug-2020 CITY UNION BANK LTD. AGM Management
Approve issuance of securities
through QIP for an amount not
exceeding Rs 6.0 bn
For For
The funds, when raised, will be used for continued
growth and to facilitate the additional capital
requirements under Basel III norms. If the entire
quantum of Rs 6. 0 bn is raised at current market prices,
we estimate that CUB will issue ~ 47. 8 mn shares and
the maximum dilution will be ~ 6. 1% on the post issue
paid up equity share capital. As on 31 March 2020, CUB’s
Tier-1 ratio was 15. 8% and total capital adequacy ratio
was 16. 8%. Given the uncertainty on account of the
COVID-19 pandemic, raising capital and strengthening
the balance sheet will help protect the bank against
unforeseen risks and aid in improving its competitive
positioning in the market, help ensure capital adequacy
remains above the regulatory norms. A stronger capital
base will increase the banks’ ability to pursue
opportunistic situations, should they arise.
14-Aug-2020 CITY UNION BANK LTD. AGM Management
Approve issue of unsecured perpetual
debt instruments (part of additional
Tier I capital) Tier II debt capital
instruments (subordinated bonds) on
a private placement basis upto Rs 5.0
For For
These debt instruments issued will be within the Bank’s
overall borrowing limits. Since CUB is required to
maintain its capital adequacy ratio at levels prescribed
by the RBI, we believe that the bank’s debt levels will
have to be maintained at regulated levels at all times.
14-Aug-2020 I C I C I BANK LTD. AGM Management
Adoption of standalone and
consolidated accounts for the year
ended 31 March 2020 together with
the reports of the directors and the
auditors
For For The financial results have been analysed and discussed.
14-Aug-2020 I C I C I BANK LTD. AGM Management
Reappoint Vishakha Mulye (DIN:
00203578), as director liable to retire
by rotation
For For
Ms. Vishakha Mulye, 51, is an executive director of ICICI
Bank. She heads the domestic and international
wholesale banking, markets and commercial banking
businesses at the bank. She retires by rotation and her
reappointment is in line with statutory requirements.
14-Aug-2020 I C I C I BANK LTD. AGM Management
Reappoint Walker Chandiok & Co LLP
as statutory auditors at a
remuneration of Rs 42.0 mn plus out
of pocket expenses of Rs 3.0 mn for
FY21
For For
ICICI Bank proposes to reappoint Walker Chandiok & Co
LLP as statutory auditors for a year. They were appointed
in the AGM of 2018 replacing BSR & Co. LLP. The
proposed remuneration is commensurate with the size
and operations of the bank. The reappointment is in line
with statutory requirements. Total audit fee on a
standalone basis for the bank for FY19 was Rs 89. 7 mn
and Rs 87. 9 mn for FY20.
14-Aug-2020 I C I C I BANK LTD. AGM Management
Authorize the board of directors to
appoint branch auditors and fix their
remuneration
For For
ICICI Bank has a network of 5,324 branches in India and a
presence in 15 countries. The bank seeks shareholder
approval to authorize the board to appoint branch
auditors to its branches/offices within and outside India
for the year ending 31 March 2021 and to fix their
remuneration. The appointment will be in consultation
with the statutory auditors of the bank.
14-Aug-2020 I C I C I BANK LTD. AGM Management
Reappoint Ms. Vishakha Mulye (DIN:
00203578) as Executive Director for
five years from 19 January 2021 and
to fix her remuneration
For For
Ms. Vishakha Mulye’s remuneration for FY20 aggregated
to ~ Rs. 139. 6 mn (this includes performance bonus and
our estimate of fair value of ESOPs). The bank seeks
approval to reappoint her for five years from 19 January
2021; there is no increase being proposed in her current
remuneration from previously approved levels. Given
the challenge posed by Covid-19, Vishakha Mulye has
voluntarily opted for a 10% salary reduction effective 1
May 2020 for FY21. As per our estimates her proposed
cash payout will be Rs 67. 2 mn (including performance
bonus) and ~ Rs 137. 2 mn including the fair value of
ESOPs for FY21. The proposed remuneration is consistent
with the size and complexities of the business of ICICI
Bank and comparable to that paid to peers in the
industry. As a good practice, we expect ICICI Bank to
disclose all components of proposed remuneration, both
fixed and variable (including ESOPs).
14-Aug-2020 I C I C I BANK LTD. AGM Management
Reappoint Girish Chandra Chaturvedi
(DIN: 00110996) as Independent
Director for three years from 1 July
2021
For For
Girish Chandra Chaturvedi, 67, is a former IAS officer
who retired in January 2013 as the Secretary of Ministry
of Petroleum and Natural Gas. He was Chairman,
Warehousing Development and Regulatory Authority of
India till January 2018. He has served the GoI of India
since 1977 at various levels across several sectors. He
was appointed on the board of the bank as Independent
Chairperson on 1 July 2018. His reappointment is in line
with all statutory requirements.
14-Aug-2020 I C I C I BANK LTD. AGM Management
Reappoint Girish Chandra Chaturvedi
(DIN: 00110996) as Non-Executive
(part-time) Chairperson for three
years from 1 July 2021 and fix his
annual remuneration at Rs. 3.5 mn
For For
ICICI Bank proposes a remuneration of Rs. 3. 5 mn p. A.
Unchanged from the previous term. In addition, he will
be paid sitting fees for attending board and committee
meetings and perquisites. Girish Chandra Chaturvedi was
paid a remuneration of Rs 5. 1 mn in FY20 which
included sitting fees. The proposed remuneration is in
line with the size and complexity of the business and
comparable with that paid to peers in the industry.
14-Aug-2020 I C I C I BANK LTD. AGM Management
Approve shifting of the registered
office from the State of Gujarat to the
State of Maharashtra and consequent
amendment to the Memorandum of
Association
For For
The bank’s existing registered office is located at ICICI
Bank Tower, Near Chakli Circle, Old Padra Road,
Vadodara 390 007, Gujarat. The bank proposes to shift
the registered office to its corporate office at ICICI Bank
Towers, Bandra-Kurla Complex, Mumbai 400 051,
Maharashtra. The bank is of the opinion shifting of the
registered office will provide administrative convenience
and would also rationalize the banking operations and is
not in any manner detrimental to the interest of the
public, shareholders, creditors, employees, or other
stakeholders. The RBI, has granted a No Objection to the
proposal to shift the registered office of the bank vide its
letter dated 23 April 2020, subject to compliance with
the guidelines, directions and statutory provisions as
applicable in this regard.
18-Aug-2020KOTAK MAHINDRA BANK
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been analysed and discussed.
18-Aug-2020KOTAK MAHINDRA BANK
LTD.AGM Management
Reappoint Dipak Gupta (DIN:
00004771) as Director liable to retire
by rotation
For For
Dipak Gupta, 59, is Joint MD of the bank and has been on
the board for 21 years. He retires by rotation and his
reappointment is in line with statutory requirements.
18-Aug-2020KOTAK MAHINDRA BANK
LTD.AGM Management
Confirm interim dividend of 8.1% on
preference shares for FY20For For
In March 2020, the bank declared an interim dividend on
perpetual non-cumulative preference shares of face
value of Rs 5 each, carrying a dividend rate of 8. 10%, for
FY20, as per the terms of issuance. This entailed a payout
of Rs 405. 0 crore (previous year Rs 268. 6 crore),
excluding dividend distribution tax. We recognize that
equity dividend by banks has been curtailed by RBI
during the pandemic.
18-Aug-2020KOTAK MAHINDRA BANK
LTD.AGM Management
Reappoint Prakash Apte (DIN:
00196106) as part-time Chairperson
from 1 January 2021 till 31 December
2023 and to fix his remuneration not
exceeding Rs 3.6 mn annually
For For
Prakash Apte, 66, is former MD and current Chairperson
of Syngenta India Ltd. He has been on the board of Kotak
Bank since 18 March 2011: his tenure has crossed 9
years. We will classify him as non-independent once his
aggregate tenure on the board crosses ten years from 17
March 2021 and will assess board composition
accordingly. His proposed remuneration will not exceed
Rs 3. 6 mn annually. In addition, he will be paid sitting
fees for attending board and committee meetings. The
proposed remuneration is in line with that paid to peers
in the industry and with the size and scale of the bank.
18-Aug-2020KOTAK MAHINDRA BANK
LTD.AGM Management
Reappoint Uday S. Kotak (DIN:
00007467) as Managing Director &
CEO from 1 January 2021 to 31
December 2023 and to fix his
remuneration
For For
Uday Kotak’s FY20 remuneration, along with his annual
incentive, is estimated at about Rs. 38. 9 mn. His
proposed remuneration is estimated at Rs 57. 9 mn
(including annual incentive), which is commensurate
with the size and complexity of his responsibilities. As a
good practice, we expect Kotak Bank to disclose all
components of proposed remuneration, both fixed and
variable.
18-Aug-2020KOTAK MAHINDRA BANK
LTD.AGM Management
Reappoint Dipak Gupta (DIN:
00004771) as Whole-Time Director
designated as Joint MD from 1
January 2021 to 31 December 2023
and to fix his remuneration
For For
Dipak Gupta’s FY20 remuneration, along with his annual
incentive and value of stock options, is estimated at Rs
60. 5 mn. His proposed remuneration is estimated at Rs
83. 0 mn, which is comparable to peers and
commensurate with the size and complexity of his
responsibilities. As a good practise, we expect Kotak
Bank to disclose all components of proposed
remuneration, both fixed and variable (including ESOPs).
We expect the bank to remain judicious in its pay-outs,
as it has in the past.
18-Aug-2020KOTAK MAHINDRA BANK
LTD.AGM Management
To approve private placement of
debentures/bonds or other debt
securities upto Rs. 50 bn
For For
The debt raised will be within the overall borrowing
limits of Rs. 600. 0 bn. The total capital adequacy ratio of
the bank on 31 March 2020 was 17. 9% with a Tier-1
capital adequacy ratio of 17. 3%. The bank’s debt is rated
CRISIL AAA/Stable/CRISIL A1+ and Ind AAA/Stable/IND
A1+, which denote highest degree of safety regarding
timely servicing of financial obligations. Debt levels in a
bank are typically reined in by the regulatory
requirement of maintaining a slated minimum capital
adequacy ratio.
18-Aug-2020 BHARTI AIRTEL LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
18-Aug-2020 BHARTI AIRTEL LTD. AGM ManagementDeclare final dividend of Rs. 2.0 per
share (face value Rs. 5.0) for FY20For For
The total dividend for FY20 is Rs. 2. 0 per equity share,
while it paid a dividend of Rs. 2. 5 in FY19. The total
dividend outflow (including dividend tax) for FY20 is Rs.
13. 1 bn.
18-Aug-2020 BHARTI AIRTEL LTD. AGM ManagementReappoint Gopal Vittal (DIN:
02291778) as a DirectorFor For
Gopal Vittal, 54, has served on the board for the past
seven years. He is currently designated as Managing
Director & CEO, India and South Asia. He retires by
rotation and his reappointment is in line with the
statutory requirements.
18-Aug-2020 BHARTI AIRTEL LTD. AGM Management
Reappoint Shishir Priyadarshi (DIN:
03459204) as Independent Director
for another term of five years w.e.f.
14 January 2019
For For
Shishir Priyadarshi, 63, is a Retired IAS with over two
decades of experience in international economic policy,
infrastructure development, international financial and
trade regulations. He is currently Director, WTO in
Geneva. He has served on the board for the past five
years. His reappointment for a further term of five years
is in line with statutory requirements.
18-Aug-2020 BHARTI AIRTEL LTD. AGM Management
Ratify remuneration of Rs. 1.1 mn for
Sanjay Gupta & Associates as cost
auditors for FY21
For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForThe Financial Results have been analysed and discussed
internally.
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
Confirm interim dividend of Rs. 5 per
share of face value Rs. 10 each as
final dividend for FY20
For For
The total dividend outflow including dividend
distribution tax is Rs. 1. 4 bn. The dividend payout ratio is
5. 5%.
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
Reappoint Puneet Bhatia (DIN:
00143973) as Non-Executive Non-
Independent Director
For Against
Puneet Bhatia, 53, is MD and Country Head at TPG
Capital India. He has attended 50% of the meetings held
during FY20 and 41% of the meetings held over the past
three years. We expect directors to take their
responsibilities seriously and attend all board meetings;
else, at the very least, 75% of the board meetings over a
three-year period.
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
To fix remuneration of joint auditors,
Haribhakti & Co. at Rs. 5.8 mn for
FY21
For ForThe proposed remuneration is commensurate with the
size and complexity of the business.
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
To fix remuneration of joint auditors,
Pijush Gupta & Co. at Rs. 3.5 mn for
FY21
For For
The proposed remuneration is commensurate with the
size and complexity of the business. Pijush Gupta & Co
have audited the financial statements of Shriram City
Union Finance Ltd (from 1999 till 2017).
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
Approve increase in limit to sell/
assign/ securitize receivables up to
Rs. 400.0 bn from Rs. 300.0 bn
For For
In order to optimize its borrowing costs as well as
maintain adequate liquidity for business growth and
timely servicing of liabilities, the company intends to
raise funds by way of securitization of receivables. Hence
the company seeks shareholder approval to increase its
limit to sell / assign / securitize receivables up to an
amount of Rs. 400. 0 bn outstanding at any point of time.
The proposed resolution will enable the company to
raise funds at lower costs and help improve liquidity.
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
Approve conversion of loan into
equity or other capital in the event of
default
For For
This is an enabling resolution, under directive of the
Reserve Bank of India: from time to time, banks and
financial institutions may sanction the loans to the
company with various conditions including an option to
convert the said loans into equity shares in the event of
default by the company. As on 31 March 2020, STFCL
had outstanding borrowings from banks and financial
institutions (including ECB, CC and excluding
securitisation) amounting to Rs. 210. 2 bn. The credit
rating of the company is CRISIL AA+/ Negative/ CRISIL
A1+, which indicates high degree of safety regarding
timely servicing of financial obligations.
19-Aug-2020SHRIRAM TRANSPORT
FINANCE CO. LTD.AGM Management
To approve issuance of securities
through QIP up to Rs. 25.0 bnFor For
In order to augment the long-term resources of the
company and to maintain sufficient liquidity for meeting
funding requirements following disruption its business
activities due to COVID-19, Shriram Transport Finance
proposes to raise funds to the tune of Rs. 25. 0 bn. At
current market price of Rs. 698. 4, STFCL will have to
issue ~35. 8 mn shares to raise the entire amount of Rs.
25. 0 bn. There will be an approximate dilution of 12. 4%
on the expanded capital base (assuming full subscription
of proposed rights issue of up to Rs. 15. 0 bn). The capital
raised will provide STFCL a buffer to absorb potential
impact arising from any deterioration in asset quality,
while ensuring that its capital adequacy is within
regulatory norms.
20-Aug-2020 APOLLO TYRES LTD. AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For The financial results have been analysed and discussed.
20-Aug-2020 APOLLO TYRES LTD. AGM Management
Confirm interim dividend of Rs. 3.0
per equity share of face value Rs. 1.0
each
For For
The total dividend outflow for FY20 is Rs. 2. 1 bn
including dividend distribution tax. On a standalone
basis, the dividend payout ratio is 40. 6% in FY20 vs. 37.
8% in FY19.
20-Aug-2020 APOLLO TYRES LTD. AGM Management
Reappoint Sunam Sarkar (DIN:
00058859) as Non-Executive Non-
Independent Director liable to retire
by rotation
For For
Sunam Sarkar, 55, is the President & Chief Business
Officer, Apollo Tyres Holdings (Singapore) Pte Ltd. He has
been on the board since 28 January 2004. He has
attended all board meetings in FY20. His reappointment
is in line with statutory requirements.
20-Aug-2020 APOLLO TYRES LTD. AGM Management
Approve remuneration of Rs. 0.3 mn
to N P Gopalakrishnan & Co. as cost
auditors for FY21
For For
The board has approved the appointment of N P
Gopalakrishnan & Co. As cost auditors for the year
ended 31 March 2021 on a total remuneration of Rs. 0. 3
mn, plus applicable taxes and out-of-pocket expenses for
carrying out cost audits at the Company’s plants at
Perambra (Kerala), Limda (Gujarat), Chennai (Tamil
Nadu), Chinnapandur (Andhra Pradesh) and the leased
operating plant at Kalamassery (Kerala). The total
remuneration proposed to be paid to the cost auditors in
FY21 is reasonable compared to the size and scale of
operations.
20-Aug-2020 APOLLO TYRES LTD. AGM Management
Reappoint Bikram Singh (DIN:
07259060) as an Independent
Director for three years from 11
August 2020
For For
Bikram Singh, 68, is the former Chief of the Indian Army
& Chairperson Chiefs of Staff. He is a graduate of the US
Army War College, Pennsylvania, USA. He has been on
the board since 11 August 2015. He has attended all
board meetings in FY20. His reappointment is in line with
statutory requirements.
20-Aug-2020 APOLLO TYRES LTD. AGM Management
Appoint Francesco Crispino (DIN:
00935998) as Independent Director
for five years from 3 July 2020
For For
Francesco Crispino, 54, has over 29 years of experience
as an Investment Banker and Corporate Lawyer. He has
been the past Chairperson of Asian Advisory Council,
University College, University of Oxford and a Co-
Founder of Greater Pacific Capital, an India focused
private equity investing institution and Executive Vice-
President and Chief Strategy Officer of Bell Canada
Enterprises Inc. He holds a Law degree from University of
Oxford and University of Chicago and a degree in Politics
and History from the University of Toronto. His
appointment is in line with statutory requirements.
20-Aug-2020 TATA STEEL LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For The financial results have been analysed and discussed.
20-Aug-2020 TATA STEEL LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For The financial results have been analysed and discussed.
20-Aug-2020 TATA STEEL LTD. AGM Management
Declare dividend of Rs. 10 per fully
paid equity share of face value Rs. 10
each and Rs. 2.504 per partly paid
equity share of face value Rs. 10 each
For For
The total dividend for FY20 is Rs. 10. 0 per equity share,
while it paid a dividend of Rs. 13. 0 in FY19. The total
outflow on account of dividend, including dividend on
partly paid equity is Rs. 11. 5 bn, while the dividend
payout is 17. 1%.
20-Aug-2020 TATA STEEL LTD. AGM Management
Reappoint N. Chandrasekaran (DIN:
00121863) as Non-executive Non-
Independent Chairperson
For For
N Chandrasekaran, 57, is the Chairperson of Tata Sons
Pvt. Ltd. He has served on the board for the past four
years. He retires by rotation and his reappointment is in
line with the statutory requirements.
20-Aug-2020 TATA STEEL LTD. AGM Management
Ratify remuneration of Rs. 2.0 mn for
Shome & Banerjee as cost auditors
for FY21
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
20-Aug-2020 TATA STEEL LTD. AGM Management
Approve payment of commission to
Non-Executive Directors up to 1% of
net profits commencing 1 April 2021
For For
Tata Steel paid an aggregate commission of Rs. 65. 5 mn
(0. 1% of standalone PBT) as commission to its Non-
Executive Directors in FY20. Tata Steel must set a cap in
absolute terms on commission payable. Further, we do
not encourage resolutions seeking shareholder approval
in perpetuity. However, we expect Tata Steel to continue
to be judicious in paying commission to its Non-
Executive Directors.
20-Aug-2020TATA STEEL LTD. PARTY
PAIDAGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Financial Results have been analysed and discussed.
20-Aug-2020TATA STEEL LTD. PARTY
PAIDAGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Financial Results have been analysed and discussed.
20-Aug-2020TATA STEEL LTD. PARTY
PAIDAGM Management
Declare dividend of Rs. 10 per fully
paid equity share of face value Rs. 10
each and Rs. 2.504 per partly paid
equity share of face value Rs. 10 each
For For
The total dividend for FY20 is Rs. 10. 0 per equity share,
while it paid a dividend of Rs. 13. 0 in FY19. The total
outflow on account of dividend, including dividend on
partly paid equity is Rs. 11. 5 bn, while the dividend
payout is 17. 1%.
20-Aug-2020TATA STEEL LTD. PARTY
PAIDAGM Management
Reappoint N. Chandrasekaran (DIN:
00121863) as Non-executive Non-
Independent Chairperson
For For
N Chandrasekaran, 57, is the Chairperson of Tata Sons
Pvt. Ltd. He has served on the board for the past four
years. He retires by rotation and his reappointment is in
line with the statutory requirements.
20-Aug-2020TATA STEEL LTD. PARTY
PAIDAGM Management
Ratify remuneration of Rs. 2.0 mn for
Shome & Banerjee as cost auditors
for FY21
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
20-Aug-2020TATA STEEL LTD. PARTY
PAIDAGM Management
Approve payment of commission to
Non-Executive Directors up to 1% of
net profits commencing 1 April 2021
For For
Tata Steel paid an aggregate commission of Rs. 65. 5 mn
(0. 1% of standalone PBT) as commission to its Non-
Executive Directors in FY20. Tata Steel must set a cap in
absolute terms on commission payable. Further, we do
not encourage resolutions seeking shareholder approval
in perpetuity. However, we expect Tata Steel to continue
to be judicious in paying commission to its Non-
Executive Directors.
25-Aug-2020 INDUSIND BANK LTD. EGM Management
Approve issuance of 47.6 mn equity
shares at a price of Rs.524 per share
on preferential basis to identified
Qualified Institutional Buyers to raise
Rs 25.0 bn
For For
The proposed issuance at Rs 524. 0 per share is a 6. 4%
premium to current market price. The issuance will lead
to a dilution of ~ 6. 4% on the expanded capital base (not
considering the equity shares to be allotted to Non-QIBs
in Resolution #2). As on 31 March 2020, the bank’s CET-1
ratio was 13. 22%, Tier-1 ratio was 14. 57% and total
capital adequacy ratio was 15. 04%. Given the
uncertainty on account of the COVID-19 pandemic,
raising capital and strengthening the balance sheet will
help protect the bank against unforeseen risks and aid in
improving its competitive positioning in the market, help
ensure capital adequacy remains above the regulatory
norms. It will increase the banks’ ability to participate in
potential opportunities, should they arise.
25-Aug-2020 INDUSIND BANK LTD. EGM Management
Issuance of 15.1 mn equity shares on
preferential basis to promoter
(IndusInd International Holdings Ltd.)
and non-QIBs (Hinduja Capital
Limited) to raise Rs 7.9 bn
For For
IndusInd Bank also proposes to raise funds upto Rs 7. 9
bn by issuance of 15. 1 mn equity shares at Rs 524. 0 per
share (a 6. 4% premium to CMP) on a preferential basis
to promoters and identified non-Qualified Institutional
Buyers. Both issuances (Resolution #1 and #2) will lead
to an overall dilution of ~ 8. 3% on the expanded capital
base. Given the uncertainty on account of the COVID-19
pandemic, raising capital and strengthening the balance
sheet will help protect the bank against unforeseen risks
and aid in improving its competitive positioning in the
market, help ensure capital adequacy remains above the
regulatory norms. It will increase the banks’ ability to
pursue potential opportunities, should they arise.
25-Aug-2020 TATA MOTORS LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Financial Results have been analysed and discussed.
25-Aug-2020 TATA MOTORS LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Financial Results have been analysed and discussed.
25-Aug-2020 TATA MOTORS LTD. AGM Management
Reappoint Dr. Ralf Speth (DIN:
03318908) as Non-Executive Non-
Independent Director
For For
Ralf Speth, 65, is the CEO, Jaguar Land Rover and is set to
retire from his duties in September 2020. He has served
on the board for the past ten years. He also represents
Tata Sons Pvt. Ltd. On the board. His reappointment is in
line with the statutory requirements.
25-Aug-2020 TATA MOTORS LTD. AGM Management
Approve and ratify payment of
minimum remuneration to Guenter
Butschek (DIN: 07427375), CEO &
Managing Director for FY20
For For
Shareholders’ approval is sought to ratify the payment of
Rs. 192. 8 mn as minimum remuneration for FY20 and
consequent waiver of recovery of Rs. 118. 2 mn paid
over in excess of the prescribed limit. Guenter Butschek’s
remuneration of Rs. 192. 8 mn for FY20 is comparable to
peers, and commensurate with the size and complexity
of the business. Guenter Butschek is a professional
whose skills and experience carry market value.
25-Aug-2020 TATA MOTORS LTD. AGM Management
Approve payment of minimum
remuneration to Guenter Butschek
(DIN: 07427375), CEO & Managing
Director in case of no/inadequacy of
profits for FY21
For For
Given the unprecedented weak trends witnessed on
account of COVID-19 pandemic, Tata Motors expects
FY21 profitability to remain challenged. Therefore,
shareholder’s approval is sought for payment of an
estimated Rs. 231. 1 mn as minimum remuneration to
Guenter Butschek, in case of inadequacy of profits
during FY21. His proposed remuneration of Rs. 231. 1 mn
for FY21 is comparable to peers, and commensurate with
the size and complexity of the business. Further, Guenter
Butschek is a professional whose skills and experience
carry market value.
25-Aug-2020 TATA MOTORS LTD. AGM ManagementAuthorize the board to appoint
branch auditorsFor For
The company seeks shareholder permission to authorize
the board to appoint branch auditors and fix their
remuneration for its branches outside India.
25-Aug-2020 TATA MOTORS LTD. AGM ManagementRatify remuneration of Rs. 0.5 mn for
Mani & Co. as cost auditors for FY21For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Financial Results have been analysed and discussed.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Declare final dividend of Rs. 60 per
share (face value Rs. 5.0) for FY20For For
The total dividend for FY20 is Rs. 60. 0 per equity share,
while it paid a dividend of Rs. 80. 0 in FY19. The total
dividend outflow is Rs. 21. 8 bn and the dividend payout
ratio is 38. 6%.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Reappoint Kenichi Ayukawa (DIN:
02262755) as Director, liable to retire
by rotation
For For
Kenichi Ayukawa, 65, is currently designated as
Managing Director & CEO. He has served on the board
for the past 12 years. He retires by rotation and his
reappointment is in line with the statutory requirements.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Reappoint Takahiko Hashimoto (DIN:
08506746) as Director, liable to retire
by rotation
For For
Takahiko Hashimoto, 54, is currently designated as
Director- Sales & Marketing of Maruti Suzuki. He retires
by rotation and his reappointment is in line with the
statutory requirements.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Appoint Kenichiro Toyofuku (DIN:
08619076) as Director (Corporate
Planning) for another term of three
years w.e.f. 5 December 2019 and fix
his remuneration
For For
Kenichiro Toyofuku, 50, holds a bachelors’ degree in
Economics from Keio University Japan. He holds about
25 years of professional experience in government
bodies. Kenichiro Toyofuku was paid a remuneration of
Rs. 10. 7 mn for his services between 5 December 2019
and 31 March 2020. We estimate his FY21 remuneration
at Rs. 29. 7 mn, which is comparable to peers, and
commensurate with the overall performance of the
company. Further, Kenichiro Toyofuku is a professional
whose skill carry a market value.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Appoint Maheswar Sahu (DIN:
00034051) as Independent Director
for a term of five years w.e.f. 14 May
2020
For For
Maheswar Sahu, 66, is a retired IAS. He holds more than
two decades of service in industry. He has more than ten
years of active involvement in PSU management and has
worked for more than three years in United Nations
Industrial Development Organization. His appointment is
in line with the statutory requirements.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Reappoint Hisashi Takeuchi (DIN:
07806180) as Director, liable to retire
by rotation
For For
Hisashi Takeuchi, 56, is the Managing Officer, Deputy
Executive General Manager, Global Automobile
Marketing Suzuki Motor Corp. His reappointment is in
line with the statutory requirements.
26-Aug-2020MARUTI SUZUKI INDIA
LTD.AGM Management
Ratify remuneration of Rs. 240,000
payable to RJ Goel & Co. as cost
auditors for FY21
For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
27-Aug-2020 ZYDUS WELLNESS LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
27-Aug-2020 ZYDUS WELLNESS LTD. AGM Management
Confirm interim dividend of Rs. 5.0
per share as final dividend for the
year
For For
The company proposes to confirm interim dividend of
Rs. 5. 0 per equity share as final dividend for the year
ended 31 March 2020. The total dividend outflow
including dividend tax for FY20 is Rs. 0. 3 bn.
27-Aug-2020 ZYDUS WELLNESS LTD. AGM Management
Reappoint Dr. Sharvil P. Patel (DIN-
00131995) as a Director liable to
retire by rotation
For For
Dr. Sharvil P. Patel is the Managing Director of Cadila
Healthcare Limited. He retires by rotation. His
reappointment is in line with statutory regulations.
27-Aug-2020 ZYDUS WELLNESS LTD. AGM Management
Appoint Mukesh M. Shah & Co.,
Chartered Accountants as statutory
auditors for a period of five year and
fix its remuneration
For For
The company proposes to appoint Mukesh M. Shah &
Co. , Chartered Accountants as statutory auditors for a
period of five year in place of Dhirubhai Shah & Co. LLP,
the current statutory auditors, after the completion of
their term. Audit fees to Dhirubhai Shah & Co. LLP
aggregated to Rs. 2. 1 mn in FY20, which is reasonable.
We expect the board to remain judicious in setting audit
fees. Even so, there is no disclosure on the proposed
audit fees, which is a mandatory requirement under SEBI
LODR.
27-Aug-2020 ZYDUS WELLNESS LTD. AGM Management
Reappoint Tarun G. Arora (DIN:
07185311) as a CEO for a period of
five years from 7 May 2020 and fix his
remuneration
For For
Tarun Arora’s FY20 remuneration of Rs. 11. 0 mn was 20x
the median employee remuneration. Further, his
remuneration was decreased to Rs. 11. 0 mn from Rs. 32.
8 mn because of standalone loss incurred during FY20.
The notice does not disclose the terms of his
remuneration. The company has stated that
shareholders may physically inspect the remuneration
agreement. Nevertheless, the disclosures in the notice
are not sufficient for shareholders to make an informed
decision. Additionally, regulations require companies to
make this disclosure more freely and is followed as a
practice by most companies – asking shareholders to
physically inspect documents creates an unnecessary
hurdle to transparency. While we discourage such
practice, his past remuneration has been in line with
growth of profits and revenues. Further, his
remuneration in absolute amounts over the past five
years has been commensurate with the size and scale of
his responsibilities. We expect the company to be
judicious in its future managerial payouts.
27-Aug-2020 ZYDUS WELLNESS LTD. AGM Management
Ratify remuneration of Rs. 260,000
payable to Dalwadi & Associates, cost
auditors for FY21
For For
The proposed remuneration to be paid to the cost
auditor in FY21 is reasonable compared to the size and
scale of operations.
27-Aug-2020 CIPLA LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
27-Aug-2020 CIPLA LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
27-Aug-2020 CIPLA LTD. AGM Management
Reappoint S Radhakrishnan (DIN:
02313000) as Director, liable to retire
by rotation
For For
S Radhakrishnan, 63, retired as whole-time director of
the company in November 2017 and subsequently was
appointed as a non-executive non-independent director.
He attended 100% of the board meetings held in FY20.
His reappointment as director, liable to retire by rotation
meets all statutory requirements.
27-Aug-2020 CIPLA LTD. AGM Management
Confirm interim dividend and special
dividend aggregating Rs. 4.0 per
equity share of face value Rs. 2.0 each
For ForThe total dividend outflow including dividend tax for
FY20 is Rs. 3. 9 bn. The dividend payout ratio is 16. 8%.
27-Aug-2020 CIPLA LTD. AGM Management
Reappoint Ms Naina Kidwai (DIN
00017806) as Independent Director
for second term of five years from 6
November 2020 to 5 November 2025
For For
Ms. Naina Kidwai, 63, is former Country Head and
Chirperson, HSBC India and has vast experience in the
banking and finance sector. She attended 100% of the
board meetings held in FY20. Her reappointment meets
all statutory requirements.
27-Aug-2020 CIPLA LTD. AGM Management
Reappoint Ms Samina Hamied (DIN:
00027923) as Whole-time Director
designated as Executive Vice-
Chairperson for five years from 10
July 2020 to 9 July 2025 and fix her
remuneration
For For
Ms. Samina Hamied Vazirelli is part of the promoter
group and is the company’s Vice-Chairperson. In FY20,
her remuneration aggregated Rs. 67. 4 mn, which was
188x the median employee remuneration. We estimate
her FY21 remuneration at Rs. 76. 9 mn. Her FY20
remuneration was 188x the median remuneration, which
is commensurate with the size and complexity of her
responsibilities and is comparable to peers. The
commission component of the remuneration is open-
ended - we expect the company to cap the absolute
amount of commission payable and provide clarity on
the metrics of measurement for determining
performance-incentive pay.
27-Aug-2020 CIPLA LTD. AGM ManagementApprove issuance of equity linked
securities up to Rs.30 bnFor For
If we assume entire amount is raised, it will result in
equity dilution of ~4. 9% for existing shareholders. The
funds raised through the issue will help the company
expand its existing business, enter new lines of business,
conduct clinical trials for respiratory products, enhance
research and development, while maintaining an
adequate capital structure.
27-Aug-2020 CIPLA LTD. AGM Management
Ratify remuneration of Rs.1.1 mn
payable to D. H. Zaveri., as cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of operations.
27-Aug-2020SUN PHARMACEUTICAL
INDS. LTD.AGM Management
Adoption of Standalone and
Consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
27-Aug-2020SUN PHARMACEUTICAL
INDS. LTD.AGM Management
Confirm interim dividend of Rs. 3.0
per share and declare final dividend
of Re. 1.0 per equity share (face value
Re. 1.0)
For For
The company has proposed to confirm interim dividend
of Rs. 3. 0 per share and final dividend of Re. 1. 0 per
equity share for the year ended 31 March 2020. The
total dividend outflow including dividend tax for FY20 is
Rs. 11. 6 bn. The dividend payout ratio is 36. 0% as
compared to 97. 2% last year.
27-Aug-2020SUN PHARMACEUTICAL
INDS. LTD.AGM Management
Reappoint Israel Makov (DIN:
05299764) as Director liable to retire
by rotation
For For
Israel Makov Non-Executive Chairperson. During the year
the company conducted transactions of Rs. 143. 9 mn
with Makov Associates Limited. He retires by rotation.
His reappointment is in line with statutory regulations.
27-Aug-2020SUN PHARMACEUTICAL
INDS. LTD.AGM Management
Reappoint Sudhir V. Valia (DIN:
00005561) Director liable to retire by
rotation
For For
Sudhir Valia belongs to the promoter group and is a Non-
Executive Director. He retires by rotation. His
reappointment is in line with statutory regulations.
27-Aug-2020SUN PHARMACEUTICAL
INDS. LTD.AGM Management
Approve appointment and
remuneration of Rs. 2.5 mn (plus
service tax and out of pocket
expenses) for B M Sharma &
Associates, as cost auditors for FY21
For For
The proposed remuneration to be paid to the cost
auditor in FY21 is reasonable compared to the size and
scale of operations.
27-Aug-2020SUN PHARMACEUTICAL
INDS. LTD.AGM Management
Approve remuneration of Dilip
Shanghvi (DIN: 07803242) as
Managing Director for a period of two
years from 1 April 2021 till 31 March
2023
For For
Dilip S. Shanghvi, 65, is Managing Director and promoter.
He was last re-appointed as Managing Director for a
period of 5 years from 1 April 2018 upto 31 March 2023.
Further, the maximum remuneration to be paid to him
was approved for a period of 3 years from 1 April 2019 to
31 March 2021. The company now proposes to continue
the approval a maximum remuneration of Rs. 81. 0 mn
for the two years from FY21. His remuneration will be
the minimum remuneration payable even in case of
inadequate profits. Dilip Shanghvi’s FY20 remuneration
of Rs. 32. 6 mn was 64. 6x the median employee
remuneration. The company should put an absolute
amount cap on his aggregate remuneration (including
commission). Notwithstanding. His estimated annual
remuneration of Rs. 90. 7 mn is commensurate the size
and scale of the business and is comparable to industry
peers.
28-Aug-2020 MARICO LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
28-Aug-2020 MARICO LTD. AGM Management
Reappoint Rishabh Mariwala (DIN:
03072284) as Director liable to retire
by rotation
For For
Rishabh Mariwala, 38, is part of the promoter group. He
was first appointed to the board of the company in 2017.
He was engaged with Kaya Skin Care from 2008-2011. His
appointment is in line with all statutory requirements.
He has attended 83% of the board meetings in FY20. He
retires by rotation and his reappointment is in line with
statutory requirements.
28-Aug-2020 MARICO LTD. AGM Management
Ratify remuneration of Rs.900,000 for
Ashwin Solanki & Associates as cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors is reasonable compared to the size and scale of
the company’s operations.
28-Aug-2020 MARICO LTD. AGM Management
Appoint Sanjay Dube (DIN: 00327906)
as Independent Director for five years
from 30 January 2020
For For
Sanjay Dube, 59, is the CEO of R. Retail Ventures Pvt. Ltd.
, a Runwal Group and Warburg Pincus joint venture. He
is the former CEO of Landmark Hospitality (part of
Landmark Group) based in Dubai and prior to that, he
led Unilever’s operations in Central and Eastern Europe.
He is an Engineer from BITS Pilani and has an MBA from
IIM-Calcutta. His appointment in line with statutory
requirements.
28-Aug-2020 MARICO LTD. AGM Management
Appoint Kanwar Bir Singh Anand (DIN:
03518282) as Independent Director
for five years from 1 April 2020
For For
Kanwar Bir Singh (KBS) Anand, 64, is the former MD and
CEO of Asian Paints Ltd. He is an Engineer from IIT
Bombay and has a postgraduate diploma in Business
Management from IIM, Kolkata with a specialization in
marketing. His appointment in line with statutory
requirements.
28-Aug-2020 MARICO LTD. AGM Management
Approve payment of remuneration to
Harsh Mariwala (DIN: 00210342) for
FY21, such that it may exceed 50% of
the total remuneration to all the Non-
Executive Directors
For For
The aggregate remuneration to all non-executive
directors in FY20 was Rs. 66. 4 mn, of which Harsh
Mariwala was paid Rs. 36. 8 mn. In FY21, he will be paid
commission aggregating Rs. 40 mn, along with sitting
fees and perquisites: we estimate his aggregate
remuneration at Rs. 50. 0 mn which is reasonable given
the size and scale of operations. We understand that as
promoter, he will play a material role to play in
establishing strategic direction and governance
structures – even while being appointed in a non-
executive capacity. His estimated remuneration is
commensurate with his responsibilities.
28-Aug-2020GARWARE TECHNICAL
FIBRES LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
28-Aug-2020GARWARE TECHNICAL
FIBRES LTD.AGM Management
Confirm payment of interim dividend
of Rs. 7.00 per share and a special
dividend of Rs 10 per equity share of
face value Rs. 10.0 each for FY20
For ForThe total dividend for the year amounts to Rs. 372. 3 mn.
The dividend payout for FY20 is 20. 9% (10. 5% in FY19).
28-Aug-2020GARWARE TECHNICAL
FIBRES LTD.AGM Management
Reappoint Ms. Mayuri Vayu Garware
(DIN: 06948274) as Director liable to
retire by rotation
For For
Ms. Mayuri Vayu Garware is part of the promoter group
and the wife of Vayu R Garware, the CMD of the
company. She was first appointed to the board of the
company in 2014. She is a former executive of Pincer
Communications. Her board meeting attendance levels
have improved: she has attended 100% of the board
meetings in FY20 and in FY19. Her reappointment is in
line with statutory requirements.
28-Aug-2020GARWARE TECHNICAL
FIBRES LTD.AGM Management
Ratify remuneration of Rs. 560,000
for Joshi Apte & Associates as cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in the financial year ending 31 March 2021 is
reasonable compared to the size and scale of the
company’s operations.
28-Aug-2020GARWARE TECHNICAL
FIBRES LTD.AGM Management
Reappoint Ms. Mallika Sagar (DIN:
02228386) as Independent Director
for five years from the conclusion of
the FY20 AGM
For For
Ms. Mallika Sagar, 44, is an art auctioneer and has over
20 years of experience in the field of sales and auction of
Ancient, Modern and Contemporary Indian Art. She was
appointed to the board of the company on 30 May 2019.
She has been on the board for about 18 months and has
attended only 60% (3 out of 5) board meetings in FY20.
We expect directors to take their responsibilities
seriously and attend all the board meetings.
28-Aug-2020 HERITAGE FOODS LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
28-Aug-2020 HERITAGE FOODS LTD. AGM ManagementDeclare final dividend of Rs. 2.5 per
equity share of face value Rs. 5.0 eachFor For
The total dividend outflow for FY20 excluding dividend
tax will be Rs. 116. 0 mn. On a standalone basis, the
company has reported a loss (after tax) of Rs. 1. 6 bn.
This loss is on account of change in fair value of an
investment in equity shares of Future Retail Limited and
fair value of corresponding derivative liability. After
adjusting for the same, the company’s profit before tax is
724. 4 mn. Thus, the dividend payout as a percentage of
adjusted standalone profit before tax is 16. 0%.
28-Aug-2020 HERITAGE FOODS LTD. AGM Management
Reappoint Dr. V Nagaraja Naidu (DIN:
00003728) as Director liable to retire
by rotation
For For
Dr. V Nagaraja Naidu, 73, is the Former MD, Heritage
Foods Limited. He has been a director for 28 years. He
attended 100% of the board meetings in FY20. His
reappointment is in line with statutory requirements.
28-Aug-2020MANAPPURAM FINANCE
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Financial Results have been analysed and discussed.
28-Aug-2020MANAPPURAM FINANCE
LTD.AGM Management
To reappoint Gautam Ravi Narayan
(DIN: 02971674), as director liable to
retire rotation
For For
Gautam Narayan, 41, is a Chartered Accountant with
additional qualification in management, Post Graduate
Diploma in Management from IIM Ahmedabad. He is
partner with Apax Partners and leads investments in
financial services and business services in India. He is a
nominee or of APAX on the board. His reappointment as
director liable to retire by rotation meets all statutory
requirements.
28-Aug-2020MANAPPURAM FINANCE
LTD.AGM Management
Appoint Harshan Kollara Sankarakutty
(DIN: 01519810) as Independent
Director for five years from 28 August
2020
For For
Harshan Kollara Sankarakutty, 69, has over 40 years of
experience in financial services, mostly with Union Bank
of India, ICICI Bank, Union Bank of California, and Federal
Bank where he was Executive Director. His appointment
as Independent director meets all statutory
requirements.
28-Aug-2020MANAPPURAM FINANCE
LTD.AGM Management
Appoint Shailesh Jayantilal Mehta
(DIN: 01633893) as Independent
Director for five years from 28 August
2020, who may attain 75 years of age
during his tenure
ForAbstain / No
VoteNot significant.
28-Aug-2020MANAPPURAM FINANCE
LTD.AGM Management
Approve amendment to the
Incidental Objects in the
Memorandum of Association
For For
Present Clause 30 of the incidental objects of the
Memorandum of Association of the company provides
indirectly, power to put to use assets in a manner
advantageous to the company. For the sake of clarity,
the company proposes to amend the incidental objects
of the Memorandum of Association to provide expressly
for the power to put to use assets in a manner
advantageous to the company by way of insertion of
Clause 30A.
28-Aug-2020MANAPPURAM FINANCE
LTD.AGM Management
To approve increase in borrowing
limits from Rs 250 bn to Rs 300 bnFor For
On 31 March 2019, the company had outstanding
borrowings of Rs. 153. 0 bn on a consolidated basis, and
the capital adequacy ratio was 23. 8% against a
minimum 15% as required by regulatory norms. Debt
levels in an NBFC are typically reined in by the regulatory
requirement of maintaining a slated minimum capital
adequacy ratio. The increased borrowing limit will
enable the NBFC to focus on growth.
28-Aug-2020MANAPPURAM FINANCE
LTD.AGM Management
To approve creation of charge over
assets to secure borrowings upto Rs.
300 bn
For For
The company would need to create a charge on its assets
to raise incremental debt: secured debt usually carries a
lower interest cost than unsecured debt.
28-Aug-2020 CRISIL LTD. AGM ManagementAdoption of financial statements for
the year ended 31 December 2019For For The financial results have been discussed and analysed.
28-Aug-2020 CRISIL LTD. AGM Management
Declare final dividend of Rs.13.0 and
confirm payment of three interim
dividends aggregating Rs.19.0 per
equity share (face value Re.1.0 per
share) for 2019
For For
Total dividend for 2019 aggregated Rs. 32. 0 per share,
higher than Rs. 30. 0 per share in 2018. The company has
proposed a final dividend of Rs. 13. 0 per equity share.
CRISIL declared three interim dividends during the year:
first and second interim dividend of Rs. 6. 0 each per
equity share on 17 April 2019 and 23 July 2019
respectively and third interim dividend of Rs. 7. 0 per
equity share on 8 November 2019. The total dividend
aggregates to Rs. 2. 3 bn. The dividend payout ratio is 87.
0% of the standalone PAT.
28-Aug-2020 CRISIL LTD. AGM ManagementReappoint Ewout Steenbergen(DIN:
07956962) as Non-Executive DirectorFor For
Ewout Steenbergen is the Executive Vice President and
Chief Financial Officer (CFO) of S&P Global. He
represents the interests of the holding company, S&P
Global on the board. He attended all the meetings held
in FY20. He retires by rotation. His reappointment is in
line with statutory requirements.
28-Aug-2020 CRISIL LTD. AGM Management
Appoint Martin Fraenkel (DIN:
08410263) as Non-Executive Director
from 18 April 2019, liable to retire by
rotation
For For
Martin Fraenkel is appointed as Non-Executive Director
from 18 April 2019. He is the President of S&P Global
Platts, a division of S&P Global. He represents the
interests of the holding company, S&P Global on the
board. His appointment is in line with statutory
requirements.
28-Aug-2020 CRISIL LTD. AGM Management
Reappoint Ms. Ashu Suyash (DIN:
00494515) as Managing Director and
CEO for a term of five years from 1
June 2020 and fix her remuneration
For For
Ms. Ashu Suyash, 53, has been the MD and CEO of CRISIL
Ltd since June 2015 and is being reappointed for a term
of five years from 1 June 2020. The proposed
remuneration for Ms. Ashu Suyash is estimated at Rs. 72.
2 mn (1. 5% of 2019 PBT), which is in line with peers and
commensurate with the overall performance of CRISIL
Ltd. The disclosures on her proposed remuneration are
open-ended. She is eligible for stock options as well as
variable pay: the amount has not been capped /
disclosed. We expect the board to disclose the
performance metrics that will determine her variable
pay. Companies must set an absolute cap on the amount
of remuneration that is proposed to be paid to directors.
28-Aug-2020 CRISIL LTD. AGM Management
Appoint Ms. Shyamala Gopinath (DIN:
02362921) as an Independent
Director for a term of five years from
10 July 2020 and approve her
continuation on the board after the
attainment of 75 years of age
For For
Ms. Shyamala Gopinath, 71, has 41 years of experience
in the financial sector policy formulation in different
capacities at Reserve Bank of India (RBI). She retired as
Deputy Governor of RBI. She is a part-time Non-
Executive Chairperson of HDFC Bank Ltd. Recent changes
in SEBI’s LODR require directors having attained the age
of 75 to be reappointed by shareholders by a special
resolution: she will turn 75 years old during the term of
her appointment. We do not consider age to be a
criterion for board positions. Her appointment as
Independent Director is in line with statutory
requirements.
31-Aug-2020 U P L LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
31-Aug-2020 U P L LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing objectionable.
31-Aug-2020 U P L LTD. AGM Management
Declare final dividend of Rs. 6.0 per
equity share (face value Rs.2.0 per
share) for FY20
For For
The company has proposed a final dividend of Rs. 6. 0
per equity share of face value Rs. 2. 0 per share for FY20.
Total dividend aggregates to Rs. 4. 6 bn. The dividend
payout ratio is 99. 6% of the standalone PAT.
31-Aug-2020 U P L LTD. AGM Management
Reappoint Ms. Sandra Shroff (DIN:
00189012) as Non-Executive Non-
Independent Director, liable to retire
by rotation and approve her
continuation on the board
ForAbstain / No
VoteWould abstain.
31-Aug-2020 U P L LTD. AGM ManagementApprove remuneration of Rs.0.85 mn
for RA & Co as cost auditors for FY21For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
31-Aug-2020 U P L LTD. AGM Management
Approve payment of commission to
Non-Executive Directors upto 1% of
profits from 1 April 2020
For For
The company proposes to continue the payment of
commission to non-executive directors for five years
from 1 April 2020. UPL paid Rs. 4. 7 mn (0. 02% of PBT) as
commission to its non-executive directors in FY20, and
between 0. 02% and 0. 03% of PBT over the past five
years. As profits grow, we expect the company to be
judicious in paying commission to its non-executive
directors. Companies must set a cap in absolute terms
on the commission payable. We expect the company to
remain prudent and not utilize the limits to increase
payouts to non-executive promoter family members,
which are already high in absolute terms.
31-Aug-2020 U P L LTD. AGM Management
Appoint Ms. Usha Rao Monari (DIN:
08652684) as Independent Director
for five years from 27 December 2019
For For
Ms. Usha Rao Monari, 60, is an investment professional
with almost 30 years of experience, particularly in the
infrastructure area. She is currently a Senior Advisor to
Blackstone’s Infrastructure Group. Prior to Blackstone,
she held several senior positions at International Finance
Corporation, part of the World Bank Group. She has
attended all the meetings held in FY20. Her appointment
is in line with statutory requirements.
31-Aug-2020 U P L LTD. AGM Management
Reappoint Hardeep Singh (DIN:
00088096) as Independent Director
for a second term of five years from 2
February 2020
ForAbstain / No
VoteWould abstain.
31-Aug-2020 U P L LTD. AGM Management
Reappoint Dr. Vasant Gandhi (DIN:
00863653) as Independent Director
for a second term of five years from
23 November 2020
For For
Dr. Vasant Gandhi, 65, is an economist. He has a Ph. D.
From Stanford University, USA and a post graduate
diploma in Management (MBA) from IIM Ahmedabad
(IIM A). He has worked with the World Bank and the
International Food Policy Research Institute (IFPRI) in
Washington, and at the grassroots level in agriculture
and development in India. He has been on the Prime
Minister’s Task Force. He has attended 75% (3 out of 4)
of the board meetings held in FY20 and 93% (13 out of
14) of the board meetings for the past three years. His
reappointment as an independent director is in line with
statutory requirements.
02-Sep-2020 ASHOK LEYLAND LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been discussed and analysed.
02-Sep-2020 ASHOK LEYLAND LTD. AGM Management
Reappoint Dheeraj G Hinduja (DIN:
00133410) as Non-Executive Non-
Independent Director
For For
Dheeraj G Hinduja, 49, represents the promoter family
on the board. He is currently designated as Non-
Executive Non-Independent Chairperson. His
reappointment is in line with statutory requirements.
02-Sep-2020 ASHOK LEYLAND LTD. AGM Management
Reappoint Manisha Girotra (DIN:
00774574) as Independent Director
for a second term of five years w.e.f.
29 June 2020
For For
Manisha Girotra, 51, holds more than 25 years of
investment banking experience. She is currently CEO of
Moelis India and was earlier CEO and Country Head of
UBS in India. She has served on the board for the past six
years. Her reappointment for a further term of five years
is in line with statutory requirements. We will treat her
as non-independent, once her overall tenure on the
board crosses ten years.
02-Sep-2020 ASHOK LEYLAND LTD. AGM Management
Reappoint Dr. Andrew C Palmer (DIN:
02155231) as Independent Director
for a second term of five years w.e.f.
4 November 2020
For Against
Dr. Andrew C Palmer, 57, is the Former CEO of Aston
Martin Lagonda. He has over four decades of experience
in the automotive industry. He has served on the board
for the past seven years. He attended 22% of board
meetings in FY20 and 32% over the past three years. We
expect directors to attend to take their responsibilities
seriously and attend all board meetings. We have a
threshold of 75% attendance of the board meetings in
the three years prior to reappointment.
02-Sep-2020 ASHOK LEYLAND LTD. AGM Management
Ratify remuneration of Rs. 0.7 mn
paid to Geeyes & Co. as cost auditors
for FY20
For For
The remuneration of Rs. 0. 7 mn paid to Geeyes & Co.
For FY20 is reasonable, compared to the size and scale of
the company’s operations.
03-Sep-2020 DABUR INDIA LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
03-Sep-2020 DABUR INDIA LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020
For For Nothing Objectionable.
03-Sep-2020 DABUR INDIA LTD. AGM Management
Confirm interim dividend of Rs. 1.4
and declare final dividend of Rs. 1.6
per equity share of face value Re. 1.0
each
For For
The aggregate dividend for FY20 will amount to Rs. 3. 0
per share. The total dividend outflow including dividend
tax is Rs. 5. 8 bn and dividend pay-out ratio is 49. 6%.
03-Sep-2020 DABUR INDIA LTD. AGM Management
Reappoint Amit Burman (DIN:
00042050) as Non-Executive Non-
Independent Director
For For
Amit Burman, 51, is the Chairperson and among the
promoters of the company. He has been on the board
for the past 19 years and has attended all the board
meetings held in FY20. He retires by rotation and his
reappointment is in line with the statutory requirements.
03-Sep-2020 DABUR INDIA LTD. AGM Management
Reappoint Saket Burman (DIN:
05208674) as Non-Executive Non-
Independent Director
For For
Saket Burman, 43, is a Non-Executive Director and a part
of the promoter group. He has been on the board for the
past nine years and has attended all the board meetings
held in FY20. He also serves as a board member of Dabur
International Ltd and is a member or an adviser on
entrepreneurial and angel investing groups. He retires by
rotation and his reappointment is in line with all
statutory requirements.
03-Sep-2020 DABUR INDIA LTD. AGM Management
Ratify remuneration of Rs. 516,000 to
Ramanath Iyer & Co. as cost auditors
for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of the company’s operations.
04-Sep-2020 I T C LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
04-Sep-2020 I T C LTD. AGM Management
Declare final dividend of Rs. 10.15 per
share of face value Re. 1.0 each for
FY20
For For
Following a revision in its dividend policy, ITC increased
dividends in FY20 to Rs. 10. 15 per equity share, which is
higher than the Rs. 5. 75 per share dividend in FY19. The
total dividend outflow is Rs. 150. 2 bn and the dividend
payout ratio is 99. 2%.
04-Sep-2020 I T C LTD. AGM Management
Reappoint Nakul Anand (DIN:
00022279) as Director, liable to retire
by rotation
For For
Nakul Anand, 64, is currently designated as Executive
Director and has served on the board for the past ten
years. He retires by rotation and his reappointment is in
line with the statutory requirements.
04-Sep-2020 I T C LTD. AGM Management
Reappoint Rajiv Tandon (DIN:
00042227) as Director, liable to retire
by rotation
For For
Rajiv Tandon, 67, is currently designated as Executive
Director and CFO. He has served on the board for the
past five years. He retires by rotation and his
reappointment is in line with the statutory requirements.
04-Sep-2020 I T C LTD. AGM Management
Ratify SRBC & Co. LLP as statutory
auditors for FY21 and approve their
remuneration at Rs. 29.5 mn
For For
SRBC & Co. LLP were appointed as statutory auditors in
the previous AGM for a term of five years. The
ratification is in line with our Voting Policy on Auditor
Rotation and with the requirements of Section 139 of the
Companies Act 2013. Amendments in the Companies
Act, 2013 have done away with the requirement of
annual ratification of auditors by shareholders. SRBC &
Co. LLP will be paid a remuneration of Rs. 29. 5 mn for
conducting statutory audit for FY21, which is similar to
FY20 levels. We expect aggregate auditor remuneration
(including tax audit and other fees) to exceed Rs. 50 mn
– which remains commensurate with the size and scale
of the business.
04-Sep-2020 I T C LTD. AGM Management
Appoint Atul Jerath (DIN: 07172664)
as Non-Executive Non-Independent
Director
For For
Atul Jerath, 58, holds more than 35 years of experience
in the insurance sector. He is currently Chief
Underwriting Officer at Oriental Insurance Co. Ltd. He
represents General Insurers’ (Public Sector) Association
of India on the board. His appointment is in line with the
statutory requirements.
04-Sep-2020 I T C LTD. AGM Management
Reappoint David Simpson (DIN:
07717430) as Non-Executive Non-
Independent Director for five years
beginning 28 July 2020
For For
David Simpson, 62, represents Tobacco Manufacturers
(India) Limited on the board. He has served on the board
for the past four years. His reappointment is in line with
the statutory requirements.
04-Sep-2020 I T C LTD. AGM Management
Reappoint Ms. Nirupama Rao (DIN:
06954879) as Independent Director
for another term of five years from 8
April 2021
For For
Ms. Nirupama Rao, 70, is the Retired IFS Officer. In her
services career of about four decades, she served the
Government in several important positions including
that of the Foreign Secretary of India. She has served on
the board for the past four years. Her reappointment for
a further term of five years is in line with statutory
requirements.
04-Sep-2020 I T C LTD. AGM Management
Reappoint Nakul Anand (DIN:
00022279) as Executive Director for
another term of two years from 3
January 2021 or earlier date to
conform with the retirement policy
and fix his remuneration
For For
Nakul Anand, 64, has served on the board for the past
ten years. He oversees the Lifestyle Retailing, Hospitality,
Travel & Tourism Businesses. His remuneration terms are
same as last approved by shareholders in September
2019, through postal ballot. Nakul Anand was paid a
remuneration of Rs. 87. 2 mn (inclusive of ESOPs/ESARs)
in FY20. We estimate his FY21 remuneration at upto Rs.
135. 4 mn, which is commensurate with the size and
complexity of the responsibilities and is comparable to
peers. Further, about 80% of his remuneration is
variable, which links pay with performance.
04-Sep-2020 I T C LTD. AGM Management
Reappoint Rajiv Tandon (DIN:
00042227) as Executive Director for a
period of one year from 21 July 2021
or earlier date to conform with the
retirement policy and fix his
remuneration
For For
Rajiv Tandon, 67, was appointed as a director on the
board of ITC effective 22 January 2016. He joined ITC in
1987 and is now designated as Chief Financial Officer
(CFO). His remuneration terms are same as last approved
by shareholders in September 2019, through postal
ballot. Rajiv Tandon was paid a remuneration of Rs. 80. 2
mn (inclusive of ESOPs/ESARs) in FY20. We estimate his
FY21 remuneration at upto Rs. 128. 0 mn, which is
commensurate with the size and complexity of the
responsibilities and is comparable to peers. Further,
about 85% of his remuneration is variable, which links
pay with performance.
04-Sep-2020 I T C LTD. AGM Management
Ratify remuneration of Rs. 450,000
(plus reimbursement of actual
expenses) for P. Raju Iyer, cost
auditors for ‘Wood Pulp’, ‘Paper and
Paperboard’ and ‘Nicotine Gum’
products of the company for FY21
For ForThe proposed remuneration is comparable to the size
and complexity of the business.
04-Sep-2020 I T C LTD. AGM Management
Ratify remuneration of Rs. 575,000
(plus reimbursement of actual
expenses) for S. Mahadevan & Co.,
cost auditors for all products other
than the ‘Wood Pulp’, ‘Paper and
Paperboard’ and ‘Nicotine Gum’
products of the company for FY21
For ForThe proposed remuneration is comparable to the size
and complexity of the business.
10-Sep-2020 YES BANK LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020
For For The financial results have been analysed and discussed.
10-Sep-2020 YES BANK LTD. AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For The financial results have been analysed and discussed.
10-Sep-2020 YES BANK LTD. AGM Management
Appoint M. P. Chitale & Co. as
statutory auditors for four years till
AGM of 2024 at a remuneration
decided by the board
For For
YES Bank proposes to appoint M. P. Chitale & Co. As
statutory auditors for four years. BSR and Co. LLP have
completed their four-year tenure as the bank’s auditors.
M. P. Chitale & Co. Will be paid an aggregate
remuneration of Rs 30. 0 mn: statutory audit fees of Rs
20. 0 mn and statutory certification fees of Rs 10. 0 mn
plus outlays and taxes as applicable for FY21. BSR & Co.
LLP were paid a remuneration of Rs 25. 2 mn in FY19 and
Rs 44. 9 mn in FY20 on a consolidated basis. The
proposed remuneration is commensurate with the size
and scale of the bank’s operations. The appointment is in
line with statutory requirements.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment Sunil
Mehta (DIN - 00065343) as Non-
Executive Director and Chairperson
for one year from 26 March 2020 or
until an alternate Board is
constituted, whichever is later, and fix
his remuneration
For For
Sunil Mehta, 62, has over three and a half decades of
experience in banking, financial services, insurance and
investments with Citibank and AIG. As per our estimates
his proposed remuneration including sitting fees will be
Rs 5. 5 – 6. 0 mn for FY21. His proposed remuneration is
reasonable and in line with peers and the size and scale
of the bank’s operations.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of Mahesh
Krishnamurti (DIN - 02205868) as Non-
Executive Director for one year from
26 March 2020 or until an alternate
Board is constituted, whichever is
later
For For
Mahesh Krishnamurti, 64, is former India MD & Country
head and member of the Global Leadership Team, RGP, a
leading Nasdaq-listed global consultancy. He has also
worked with Digital Equipment Corporation, Symbol
Technologies, Goldman Sachs, Wort Media in the US. He
is being appointed as Non-Executive Director pursuant to
Yes Bank Limited Reconstruction Scheme 2020.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of Atul
Bheda (DIN - 03502424) as Non-
Executive Director for one year from
26 March 2020 or until an alternate
Board is constituted, whichever is
later
For For
Atul Bheda, 56, is a practicing Chartered Accountant with
a degree in law and Information Systems Audit (ISA). He
is in practice for 34 years. He is former Chairman of The
Western India Regional Council (WIRC of ICAI). He is
being appointed as Non-Executive Director pursuant to
Yes Bank Limited Reconstruction Scheme 2020.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of Rama
Subramaniam Gandhi (DIN -
03341633) as Director appointed by
Reserve Bank of India for two years
from 26 March 2020
For For
Rama Subramaniam Gandhi, 64, is former Deputy
Governor of the Reserve Bank of India. He also a three-
year secondment to the Securities and Exchange Board
of India (SEBI). He is being appointed as Additional
Director (appointed by RBI) pursuant to Yes
Bank Limited Reconstruction Scheme 2020.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of Ananth
Narayan Gopalakrishnan (DIN -
05250681) as Director appointed by
Reserve Bank of India for two years
from 26 March 2020
For For
Ananth Narayan Gopalakrishnan, 51, is Associate
Professor, SPJIMR and Senior India Analyst, Observatory
Group LLC. He was MD & Regional Head of Financial
Markets, ASEAN & South Asia - Standard Chartered Bank
till December 2017. He is being appointed as Additional
Director (appointed by RBI) pursuant to Yes Bank Limited
Reconstruction Scheme 2020.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of
Swaminathan Janakiraman (DIN -
08516241) as Nominee Director of
State Bank of India from 26 March
2020 for one year or until an
alternate Board is constituted,
whichever is later
For For
Swaminathan Janakiraman, 56, is Managing Director
(Finance) of State Bank of India. He is being appointed as
Nominee Director appointed by State Bank of India
pursuant to Yes Bank Limited Reconstruction Scheme
2020.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of Partha
Pratim Sengupta (DIN - 08273324) as
Nominee Director of State Bank of
India from 26 March 2020 till 24 July
2020
For For
Partha Pratim Sengupta, 57, is former Deputy Managing
Director, SBI. He was appointed as Nominee Director
appointed by State Bank of India pursuant to Yes Bank
Limited Reconstruction Scheme 2020 but stepped off the
board on 24 July 2020, when he resigned from SBI as he
was appointed as MD & CEO of Indian Overseas Bank.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of V. S.
Radhakrishnan (DIN - 08064705) as
Nominee Director of State Bank of
India from 31 July 2020 till 31 January
2023 until an alternate Board is
constituted, whichever is earlier
For For
V. S. Radhakrishnan, 57, is Deputy Managing Director -
State Bank of India, Corporate Centre. He is being
appointed as Nominee Director appointed by State Bank
of India pursuant to Yes Bank Limited Reconstruction
Scheme 2020.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of appointment of Prashant
Kumar (DIN - 07562475) as Managing
Director & CEO, for one year from 26
March 2020 and fix his remuneration
For For
Prashant Kumar’s fixed remuneration for FY21 is
proposed at Rs 28. 5 mn. He is also entitled to receive
commission and ESOPs, the details of which have not
been provided. However, the amount of variable pay
would be recommended by the NRC, approved by the
board, by RBI and by shareholders, would be linked to
organizational performance and governed by the RBI
Circular. The overall pay structure is open-ended and
gives the board discretionary powers in deciding his
variable pay components. As a result, there is little clarity
for shareholders on the final remuneration. The NRC
must also provide detailed disclosures on performance
metrics used to benchmark commission and incentive
remuneration, to provide greater clarity. We assume
that the bank and State Bank of India will be judicious in
its payouts.
10-Sep-2020 YES BANK LTD. AGM Management
Take note of the payment of
remuneration aggregating Rs. 819,672
to Prashant Kumar as Administrator
appointed by the Reserve Bank of
India from 6 March 2020 to 25 March
2020
For For
Prashant Kumar was paid a remuneration of Rs 819,672
from 6 March 2020 to 25 March 2020 as Administrator of
the bank appointed by the Reserve Bank of India (vide
Order of Supersession ref. No. DOR. PSBD. No. 7118/16.
01. 137/2019-20 dated 5 March 2020). The remuneration
is reasonable.
10-Sep-2020 YES BANK LTD. AGM Management
Approve and ratify use of bank’s
provided accommodation for 90 days
from 7 March 2020 and car facility for
one month from 05 June 2020 by
Ravneet Singh Gill, Ex Managing
Director & CEO
For For
Ravneet Singh Gill, 57, was appointed as MD & CEO of
YES Bank on 1 March 2019. He demitted office on 05
March 2020, with the YBL Reconstruction Scheme into
effect. He was paid a remuneration of Rs 59. 4 mn in
FY20. The extension of accommodation facility for three
months and car facility for one month from date of
supersession of the board to Ravneet Gill was to enable
him to make alternative arrangements and orderly
transition with regard to his accommodation and other
benefits. This has been approved by the RBI vide its
communication dated 4 April 2020 and 22 May 2020.
The bank has not provided the cost that was incurred. A
similar benefit of Rs 8. 6 mn was provided to erstwhile
promoter Rana Kapoor in FY19, we assume that the cost
incurred for Ravneet Gill will be in a similar range.
10-Sep-2020 YES BANK LTD. AGM ManagementApprove alteration to the Articles of
AssociationFor For
Under the YBL Reconstruction Scheme, 2020, article Nos
110(b), 127 (b), 127A (a) and article 127A (b) granting
special rights to the promoters of the bank were deleted.
However, the Scheme did not expressly amend or omit
certain articles which are linked to the deleted clauses
and/or related promoters rights. YES Bank seeks
approval to modify / delete certain clauses of the AoA
since these have become infructuous with the
reclassification of promoters and the YBL Reconstruction
Scheme 2020. While the notice of the AGM states that
the proposed AoA is available online for inspection, it
has not been put up on the bank’s website. The previous
AoA as amended on 13 March 2020 is available for
comparison.
10-Sep-2020 YES BANK LTD. AGM Management
Increase the size of the Employee
Stock Options Scheme - YBL ESOS –
2018 to issue 225 mn stock options
from 75 mn options
For For
The shareholders in the previous AGM accorded their
approval for implementation of ‘YBL ESOS – 2018, under
which upto 75. 0 mn options can be granted. The bank
proposes to increase the ESOP pool to 225. 0 mn options
and rename the ESOP scheme to YBL ESOS 2020. With a
view to retain and incentivize talent and to facilitate
employee cost rationalization by use of employee stock
options, the bank proposes to increase ESOP pool which
is almost utilised. Since the ESOPs will be issued at
market price, the amendments are not prejudicial to the
interest of shareholders.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Declare final dividend of Rs. 7.0 and
confirm special interim dividend of
Rs. 5.5 per equity share of face value
Rs. 10.0 each
For For
The total dividend outflow for FY20 is Rs. 20. 4 bn
compared to Rs. 18. 1 bn in FY19. The dividend payout
ratio is 75. 6% in FY20 vs 83. 8% in FY19.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Reappoint Shashi Shanker (DIN:
06447938) as Director liable to retire
by rotation
For For
Shashi Shanker, 59, is the Nominee Director appointed
by ONGC. He was first appointed on the board on 17
October 2017 and ceased to be a director from 24 July
2018. He was appointed as Director again on 7 August
2018. He has attended 86% of the board meetings in
FY20.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Appoint Sanjeev Kumar (DIN:
03600655) as Director liable to retire
by rotation from 4 September 2019
For For
Sanjeev Kumar, 49, is the nominee director appointed by
Gujarat Maritime Board (GMB) / Government of Gujarat
(GoG). He is the Managing Director of Gujarat State
Petroleum Corporation Ltd. He has held positions in
Government of Gujarat including Collector, Kheda and
Gandhinagar. He has also worked in the financial division
within the Government of Gujarat. He has a Bachelor’s in
Technology from IIT, Kharagpur and has a Master’s in
Public Affairs from Humphrey School of Public Affairs,
University of Minnesota, USA. Sanjeev Kumar is on nine
boards, of which two are listed companies, which is
significant. Notwithstanding, the companies are state
government enterprises and likely fall under his role for
the GMB/GoG. His appointment is in line with statutory
requirements.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Appoint Manoj Jain (DIN: 07556033)
as Director liable to retire by rotation
from 6 May 2020
For For
Manoj Jain, 57, is the nominee director appointed by
GAIL (India) Ltd. He is the current Chairperson & MD of
GAIL (India) Ltd. He has over 34 years of experience with
GAIL (India) Ltd. In the areas of Business Development,
Projects, O&M, Petrochemicals, Pipeline Integrity
Management and Marketing. He also spearheaded the
installation and commissioning of the USD 1. 4 bn
grassroots Petrochemical complex, as Chief Operating
Officer of Brahmaputra Cracker and Polymer Ltd. He is a
Graduate in Mechanical Engineering and has done his
MBA in Operations Management. His appointment is in
line with statutory requirements.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Appoint Tarun Kapoor (DIN:
00030762) as Director and
Chairperson liable to retire by
rotation from 11 May 2020
For For
Tarun Kapoor, 58, is the chairperson appointed by
Ministry of Petroleum & Natural Gas, Government of
India. He is the Secretary, Ministry of Petroleum. He is an
Indian Administrative Services Officer. He has formerly
served as Vice Chairperson equivalent to Secretary at
Delhi Development Authority. He has also served other
key administrative positions in Various ministries and
departments of Government of India and Himachal
Pradesh State Government. He holds a B. E. And MBA
degree. His appointment is in line with statutory
requirements.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Appoint Shrikant Madhav Vaidya
(DIN: 06995642) as Director liable to
retire by rotation from 1 July 2020
For For
Shrikant Madhav Vaidya, 57, is the nominee director
appointed by Indian Oil Corporation Limited (IOCL). He is
the Executive Chairperson of IOCL. He has over 34 years
of experience in refining and petrochemicals operations.
As Director (Refineries) he steered the timely rollout of
BS-VI grade auto fuels across the country, commenced
supply of IMO-compliant bunker fuel and a special
winter-grade diesel for high altitude areas. He has done
Chemical Engineering from NIT, Rourkela, Orissa. His
appointment is in line with statutory requirements.
10-Sep-2020 PETRONET L N G LTD. AGM Management
Appoint Arun Kumar Singh (DIN:
06646894) as Director liable to retire
by rotation from 10 August 2020
For For
Arun Kumar Singh, 58, is the nominee director appointed
by Bharat Petroleum Corporation Limited (BPCL). He has
headed various positions in BPCL including retail,
pipelines etc. Before becoming Director (Marketing) at
BPCL. He was also the former President (Africa &
Australasia) in Bharat Petro Resources Ltd. , a wholly
owned subsidiary of BPCL. He has done Mechanical
Engineering from NIT, Patna. His appointment is in line
with statutory requirements.
10-Sep-2020 PETRONET L N G LTD. AGM ManagementApprove related party transactions
for FY22For For In the normal course of business.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been analysed and discussed.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Declare final dividend of Rs. 1.0 and
per equity share of face value Rs. 1.0
each
For For
The total dividend outflow for FY20 is Rs. 2. 2 bn
compared to Rs. 3. 2 bn in FY19. The dividend payout
ratio is 35. 8% in FY20 vs 26. 6% in FY19.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Reappoint Debnarayan Bhattacharya
(DIN: 00033553) as Non-Executive
Non-Independent Director liable to
retire by rotation
For For
Debnarayan Bhattacharya, is the Vice-Chairperson of the
company. He has experience in managing business
operations. He joined the Aditya Birla Group in 1998 and
has held several positions within the group. He has
attended 100% of the board meetings in FY20. He retires
by rotation and his reappointment is in line with
statutory requirements.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Approve remuneration of Rs. 1.5 mn
to R. Nanabhoy & Co., as cost auditor
for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of operations.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Appoint Sudhir Mittal (DIN:
08314675) as an Independent
Director for five years from 11
November 2019
For For
Sudhir Mittal, 67, is a former member of the Indian
Administrative Service from the Punjab Cadre, Secretary
to Department of Fertilizers – Govt. Of India, and special
secretary to MCA. He was also a former acting
Chairperson of Competition Commission of India (CCI).
He holds a Master’s degree in Indian History from
Allahabad University. He also holds an additional
Master’s degree in Rural Development from the
University of Birmingham. His appointment is in line with
statutory requirements.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Appoint Anant Maheshwari (DIN:
02963839) as an Independent
Director for five years from 14 August
2020
For For
Anant Maheshwari, 48, is currently working as President
Microsoft Corporation Pvt. Ltd. He has work experience
spanning Microsoft, Honeywell, and McKinsey. He has
expertise in areas such as Technology and automation,
enterprise, and industrial markets. He is a Management
Graduate from IIM Ahmedabad and a graduate from
BITS Pilani. His appointment is in line with statutory
requirements.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Approve the continuation of Ms.
Rajashree Birla (DIN: 00022995) as
Non-Executive Director after attaining
the age of 75 years
ForAbstain / No
VoteNot material.
10-Sep-2020HINDALCO INDUSTRIES
LTD.AGM Management
Reappoint Yazdi Piroj Dandiwala (DIN:
01055000) as an Independent
Director for five years from 14 August
2020
For For
Yazdi Dandiwala, 70, is currently a partner at Mulla &
Mulla and Craig Blunt & Caroe, Advocates & Solicitors.
He has experience as a corporate Commercial Lawyer
with experience in corporate and commercial
transactions. He holds a Bachelor’s degree in Science
and a degree in Law. He has been on the board of the
company since 14 August 2015. He has attended 100% of
the board meetings in FY20. He is also on the board of
Century Textiles and Industries Limited, a group
company: he was appointed on its board on 5 May 2014.
Therefore, his overall association with the group spans
six years. We will classify him as non-independent once
he completes an aggregate association of ten years with
the group and will assess board composition accordingly.
His reappointment is in line with statutory requirements.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Confirm interim dividend of Rs. 7.0
per equity share of face value Re. 1.0
each as final dividend for FY20
For For
The total dividend for FY20 is Rs. 7. 0 per equity share,
while it paid a dividend of Rs. 6. 5 in FY19. The total
dividend (including dividend tax paid on interim
dividend) amounts to Rs. 4. 3 bn and the dividend
payout ratio is 38. 9%.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM ManagementReappoint A B Parekh (DIN:
00035317) as DirectorFor For
A B Parekh, 62, is part of the promoter family and is
Whole-time Director. He was appointed as director of
the company on 26 June 1985. He has attended 50% (3
out of 6 meetings) of the meetings held during FY20 and
86% (18 out of 21 meetings) of the meetings held over
the last three years. We expect directors to take their
responsibilities seriously and attend all board meetings.
He retires by rotation and his reappointment is in line
with the statutory requirements.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Reappoint N K Parekh (DIN:
00111518) as Non-Executive Non-
Independent Director
For For
N K Parekh, 82, is part of the promoter family and is Vice-
Chairperson. He has been a director of the company
since 28 July 1969. The company had already sought
approval for his continuation on the board post attaining
75 years of age by way of postal ballot dated 21 March
2019. He has attended all the meetings held during FY20.
He retires by rotation and his reappointment is in line
with the statutory requirements.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Reappoint Bharat Puri (DIN:
02173566) as MD for five years from
10 April 2020 and fix his
remuneration
For Against
Bharat Puri, 59, was appointed as Managing Director on
10 April 2015. Prior to his appointment as Managing
Director, he was Independent Director on the board of
Pidilite. He has attended all the meetings held during
FY20. His reappointment is in line with the statutory
requirements. He owns 0. 06% of the company’s equity.
Bharat Puri was paid a remuneration of Rs. 206. 6 mn
(including the amortized fair value of stock options
granted) in FY20. We estimate his proposed
remuneration at Rs. 230. 9 mn (assuming equal spread of
fair value of stock options) for FY21. His estimated
remuneration is higher than peers, higher than the
remuneration of MDs of several S&P BSE SENSEX
companies, and is not commensurate with the size and
scale of business. The overall pay structure is open-
ended and gives the board discretionary powers in
deciding his variable pay components. The board must
set a cap on the aggregate pay and disclose the quantum
of stock options he is likely to receive as well as
performance metrics that will determine variable pay.
Bharat Puri’s stock options have been granted stock
options at face value – we do not support the issuance of
stock options at a significant discount to market price to
senior executives. We raise concern over the lack of
clarity in disclosures regarding Bharat Puri’s stock option
grants over the last five years.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Reappoint A N Parekh (DIN:
00111366) as Whole-time Director for
five years from 1 July 2020 and fix his
remuneration
For For
A N Parekh, 48, is part of the promoter family and was
reappointed as Whole-time Director from 1 July 2015. He
has attended all the meetings held during FY20. His
reappointment is in line with the statutory requirements.
A N Parekh was paid a remuneration of Rs. 57. 1 mn for
FY20, which amounted to 101. 3x the median employee
remuneration. His estimated remuneration of Rs. 59. 7
mn for FY21 is in line with the peers and is
commensurate with the size and scale of business. In the
past, ~70% of his remuneration was variable, which
helps align pay with the company’s performance. He is
also entitled to receive commission, the details of which
have not been provided. The overall pay structure is
open-ended and gives the board discretionary powers in
deciding his variable pay components. The board must
consider setting a cap on aggregate pay and disclose
performance metrics that determine variable pay.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Appoint Debabrata Gupta (DIN:
01500784) as Director, liable to retire
by rotation from 1 March 2020
For For
Debabrata Gupta, 57, is former Chief Operating Officer –
Supply Chain Management of UPL Limited. He has
completed B. Tech (Honors) in Chemical Engineering
from IIT Kharagpur. He is liable to retire by rotation and
his appointment is in line with the statutory
requirements.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Appoint Debabrata Gupta (DIN:
01500784) as Director – Operations
for three years from 1 March 2020
and fix his remuneration
For For
Debabrata Gupta, 57, is former Chief Operating Officer –
Supply Chain Management of UPL Limited. He is being
appointed as Director – Operations. Since his
appointment on 1 March 2020, Debabrata Gupta
received an aggregate remuneration of Rs. 2. 8 mn. His
estimated remuneration of Rs. 35. 9 mn, excluding stock
options, is in line with peers and is commensurate with
the size and scale of business. The overall pay structure
is open-ended and gives the board discretionary powers
in deciding his variable pay components. The board must
set a cap for Debabrata Gupta’s aggregate remuneration
and disclose the quantum of stock options he is likely to
receive as well as performance metrics that will
determine variable pay.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Reappoint Sanjeev Aga (DIN:
00022065) as Independent Director
for five years up to 31 March 2025
For For
Sanjeev Aga, 68, is Chairperson at UFO Moviez India
Limited and is former MD of Idea Cellular. He was
appointed as director of the company on 29 July 2011.
He has attended all the meetings held during FY20. His
reappointment is in line with the statutory requirements.
We will consider him as non-independent once his
overall tenure on the board crosses ten years.
10-Sep-2020 PIDILITE INDUSTRIES LTD. AGM Management
Ratify remuneration of Rs. 173,500 to
be paid to V J Talati & Co as cost
auditors for FY21
For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
11-Sep-2020UJJIVAN FINANCIAL
SERVICES LTDAGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been discussed and analysed.
11-Sep-2020UJJIVAN FINANCIAL
SERVICES LTDAGM Management
To declare final dividend of Re. 0.8
per share on face value Rs.10.0For For
The company has proposed a final dividend of Re. 0. 8
per equity share of face value Rs. 10. 0 for the year
ended 31 March 2020 down from Rs 1. 3 per share paid
in FY19. The total dividend outflow including dividend
tax for FY20 is Rs. 97. 3 mn. The dividend payout ratio
was 110. 3%. As per the Income Tax Act, 1961, as
amended by the Finance Act, 2020, dividend distribution
tax has been abolished with effect from 1 April 2020.
Accordingly, dividend income is taxable in the hands of
the shareholders.
11-Sep-2020UJJIVAN FINANCIAL
SERVICES LTDAGM Management
Reappoint Jayanta Kumar Basu (DIN:
01268046), as director liable to retire
by rotation
For For
Jayanta Kumar Basu, 54, is Managing Partner at CX
Advisors LLP. He has attended 5 of 5 or 100% of the
board meetings in FY20 and 13 of 17 or 76% of the board
meetings over the last three years. His reappointment
meets all statutory requirements.
11-Sep-2020UJJIVAN FINANCIAL
SERVICES LTDAGM Management
Appoint Ms. Mona Kachhwaha (DIN:
01856801) as Independent Director
for five years from 22 September
2019
For For
Ms. Mona Kachhwaha, 48, worked for 12 years with
Caspian Impact Investment Advisers (2007-2019) and
managed the India Financial Inclusion Fund, a USD 89 mn
impact fund with a focus on financial inclusion. She has
attended 2 of 3 or 67% of the board meetings since her
appointment. Ms. Mona Kachhwaha was appointed as
Independent Director on the board of Ujjivan Small
Finance Bank (USFB) on 22 December 2017. We consider
her tenure as three years, the entire period she has been
on board of the Ujjivan Group. Her appointment meets
all statutory requirements.
11-Sep-2020UJJIVAN FINANCIAL
SERVICES LTDAGM Management
Appoint Samit Ghosh (DIN: 00185369)
as Non-executive Non-Independent
director liable to retire by rotation
from 1 April 2020
For For
Samit Ghosh, 70, is the founder of Ujjivan when it started
out as a microfinance entity (prior to the banking
license). He was MD & CEO of UFSL from 13 August 2005
till 31 January 2017: till he was appointed as Executive
Director on the board of USFB. He has stepped off from
his executive role at USFB after he attained 70 years of
age and is now being reappointed on the board of the
company. We have taken his tenure as 15 years the
entire period he has been on board of the Ujjivan Group.
His appointment meets all statutory requirements.
12-Sep-2020MAHINDRA &
MAHINDRA LTD.Postal Ballot Management
Empower the board to transfer /
dilute stake in SsangYong Motor
Company, a material subsidiary,
which may result in cessation of
control over the company
For For
SsanYong Motor Company (SMC) is a 74. 65% South
Korea-based subsidiary that is an automobile maker.
SMC has been reporting cash losses and needs equity
infusion. With a view of strengthening its capital
allocation, M&M has decided to exit loss-making
businesses. Therefore, while M&M has agreed to infuse
KWR 40 bn (Rs. 2. 5 bn) to support immediate liquidity
requirements, it proposes to either get a strategic
partner into SMC or sell-down its existing stake. This will
result in M&M’s equity stake reducing to less than 50%
or even a complete exit, for which it seeks shareholder
approval. While we do not support enabling resolutions,
we recognize that M&M will need flexibility in the
current environment to arrive at a solution for SMC.
Since SMC is listed on the local stock exchange, we
expect the valuations will be linked to a market
discovered price. The overall transaction is not likely to
be material in the context of M&M’s size.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Declare final dividend of Rs. 4.0 per
share (face value Rs. 2.0) for FY20For For
The total dividend for FY20 is Rs. 4. 0 per equity share,
while it paid a dividend of Rs. 7. 0 in FY19. The total
dividend outflow is Rs. 2. 6 bn and the dividend payout
ratio is 20. 7%.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Reappoint Ms. Rajashree Birla (DIN:
00022995) as DirectorFor For Doesn't impact the normal operations of the business.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Reappoint Shailendra K. Jain (DIN:
00022454) as DirectorFor For
Shailendra Jain, 77, is Former Senior President of Aditya
Birla Nuvo. He has served on the board for the past 17
years. His reappointment is in line with the statutory
requirements.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Approve amendment in the Object
Clause of the Memorandum of
Association (MoA) of the company
For For
Grasim manufactures chemicals that could also be used
as food processing aids in food processing industries. In
order to meet the registration requirements of Food
Safety and Standards Authority of India in respect of
these food processing aids or food processing chemicals,
Objects Clause of MoA is being amended to include food
processing aids or food processing chemicals. Given the
operational nature of the proposed amendment, we
support the resolution.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Approve alterations to the Articles of
Association (AoA) of the companyFor For
The company proposes to make alterations in the
Articles of Association (AoA), by deleting Articles 63A to
63D. In FY17 AGM, shareholders approved insertion of
Clause 63A to 63D, to meet the conditions for Aditya
Birla Idea Payments Bank Limited (ABIPBL) to get a
Payments Bank license. Given, that now the Payments
Bank license has been cancelled and the board has
approved voluntary winding up of ABIPBL, Clause 63A to
63D are no longer required.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Appoint Dr. Santrupt Misra (DIN:
00013625) as Non-Executive Non-
Independent Director with effect
from 13 Jun 2020
For For
Dr. Santrupt Misra, 55, holds over three decades of
experience, as an HR professional and a business leader.
He has been associated with Aditya Birla Group for
around 24 years. Currently, he is the CEO of Birla Carbon
India Pvt. Ltd. His appointment is in line with the
statutory requirements.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Appoint Vipin Anand (DIN: 05190124)
as Non-Executive Non-Independent
Director with effect from 13 Aug 2020
For For
Vipin Anand, 59, has been associated with Life Insurance
Corporation of India (LIC) for more than 35 years and is
currently designated as Managing Director. His
appointment is in line with the statutory requirements.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Approve continuation of directorship
of Ms. Rajashree Birla as a Non-
Executive Director after attaining the
age of seventy-five years
For For Doesn't impact the normal operations of the business.
14-Sep-2020GRASIM INDUSTRIES
LTD.AGM Management
Approve remuneration of Rs. 1.50 mn
for DC Dave & Co. and Rs. 0.22 for MR
Dudani & Co. as cost auditors for FY20
For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
16-Sep-2020 SUN T V NETWORK LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020 with
the reports of the Board of Directors
and Auditors thereon
For For The financial results have been analysed and discussed.
16-Sep-2020 SUN T V NETWORK LTD. AGM Management
Confirm aggregate interim dividends
of Rs. 25.0 per equity share (face
value Rs. 5.0) as final dividend
For For
Sun TV has paid four interim dividends, two of Rs. 2. 5
per share, one of Rs. 7. 5 per share and one of Rs. 12. 5
per share (FV Rs. 5. 0 per share). This aggregates to a
total dividend of Rs. 25. 0 per share which is being
considered as final dividend. Total dividend including the
dividend distribution tax for the year is Rs. 11. 9 bn.
Payout ratio for FY20 is 86. 6% v/s 42. 6% in FY19.
16-Sep-2020 SUN T V NETWORK LTD. AGM Management
Reappoint S. Selvam (DIN: 00727439)
as Non-Executive Non-Independent
Director
For For
S. Selvam, 80, has over three decades of experience in
the media industry. He was the promoter of Udaya TV, a
regional TV channel which Sun TV had acquired in 2007.
Upon completion of the acquisition, he was reclassified
from promoter to Non-Executive Non-Independent
Director. He holds 6. 9 mn equity shares representing 1.
7% of the total paid-up share capital in the company as
on 30 June 2020. He has produced about 40 films in
South Indian regional languages and scripted a number
of regional films. He attended 83% of the meetings in
FY20. He retires by rotation and his reappointment is in
line with statutory requirements.
16-Sep-2020 SUN T V NETWORK LTD. AGM Management
Ratify remuneration of Rs. 220,000
(plus service tax and out of pocket
expenses) for S. Sundar & Associates,
as cost auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of the company’s operations.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Adoption of statements for the year
ended 31 March 2020For For Nothing objectionable.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Declare final dividend of Rs.9.75 per
equity shareFor For
The total outflow on account of dividend is Rs. 17. 9 bn.
The dividend payout ratio is 67. 8% in FY20.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Reappoint Pushp Kumar Joshi (DIN
05323634) as a DirectorFor For
Pushp Kumar Joshi, 56, has been on the board of
Hindustan Petroleum Corp. Ltd since August 2012. He is
the Director, Human Resources. His reappointment is in
line with statutory requirements. He has attended 80%
of the board meetings in FY20. We expect directors to
attend all board meetings. He retires by rotation and his
reappointment is in line with statutory requirements.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Reappoint Subhash Kumar (DIN
07905656) as a DirectorFor For
Subhash Kumar, 58, a Cost Accountant and Company
Secretary is the Director Finance ONGC. He was
appointed to the board of HPCL in May 2018. He has
attended 60% (6 out of 10) of the board meetings in
FY20 and 83% (10 out of 12) meetings in FY19. We
expect directors to attend all board meetings, else at
least 75% of the board meetings over a three-year
period. He retires by rotation and his reappointment is in
line with statutory requirements.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Appoint R Kesavan (DIN 08202118) as
Director (Finance) liable to retire by
rotation from 5 September 2019
For For
R Kesavan, 59, was the CFO and is now being appointed
as Director-Finance at Hindustan Petroleum Corporation
Ltd. He has attended all the meetings (5 out of 5
meetings) held during his tenure in FY20. His
appointment is in line with the statutory requirements.
As a good practice, we expect PSE’s to disclose the terms
of appointment including tenure and proposed
remuneration to its shareholders through the AGM
notice.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Appoint Rakesh Misri (DIN 07340288)
as Director (Marketing) liable to retire
by rotation from 17 October 2019
For For
Rakesh Misri, 58, is Director- Marketing at Hindustan
Petroleum Corporation Ltd. He has attended all the
meetings (3 out of 3 meetings) held during his tenure. He
is proposed to be appointed as Whole-time Director of
HPCL, liable to retire by rotation. He has held various
senior level positions in HPCL, heading the North Zone
Retail, as Executive Director-Direct Sales, Executive
Director - Human Resources, Executive Director -
Corporate Strategy & Business Development, and
Executive Director-LPG. His appointment is in line with
the statutory requirements. As a good practice, we
expect PSE’s to disclose the terms of appointment
including tenure and proposed remuneration to its
shareholders through the AGM notice.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Approve payment of Rs.400,000 as
remuneration to cost auditors, ABK &
Associates and Dhananjay V Joshi &
Associates, for FY21
For For
HPCL has appointed ABK & Associates and Dhananjay V
Joshi & Associates as cost auditors for FY21. The total
remuneration of Rs. 200,000 each proposed to be paid to
the cost auditors is reasonable compared to the size and
scale of operations.
16-Sep-2020HINDUSTAN PETROLEUM
CORPN. LTD.AGM Management
Approve related party transactions
amounting to Rs.440.0 bn with HPCL
Mittal Energy Limited in FY22
For For
HMEL is a joint venture of HPCL (48. 9%) and Mittal
Energy Investments Pte. Ltd (MEI), Singapore (51. 1%).
HPCL proposes purchase and sale of petroleum products,
lease rental receipts, operation and maintenance of LPG
facilities, infrastructure charges etc. From HMEL during
FY22. The transactions are in the ordinary course of
business and at arm’s length.
18-Sep-2020 EMAMI LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
18-Sep-2020 EMAMI LTD. AGM Management
Confirm payment of interim dividends
of Rs 4 per share of face value Rs 1.0
each
For For
The total dividend payout (including dividend
distribution tax) for FY20 aggregates to Rs 2. 2 bn, which
is similar to previous year. The dividend payout ratio for
FY20 is 75. 7%.
18-Sep-2020 EMAMI LTD. AGM Management
Reappoint Mohan Goenka (DIN
00150034) as Director liable to retire
by rotation
For For
Mohan Goenka, 47, is part of the promoter group and co-
heads the FMCG businesses of the company. He retires
by rotation and his reappointment is in line with
statutory requirements.
18-Sep-2020 EMAMI LTD. AGM Management
Reappoint Prashant Goenka (DIN
00703389) as Director liable to retire
by rotation
For For
Prashant Goenka, 46, is part of the promoter group and
an executive director of the company. He is responsible
for overseeing the expansion in overseas markets. He
retires by rotation and his reappointment is in line with
statutory requirements.
18-Sep-2020 EMAMI LTD. AGM Management
Reappoint Priti Sureka (DIN
00319256) as Director liable to retire
by rotation
For For
Priti Sureka, 48, is part of the promoter group and is
responsible for overall group strategy. She also co-leads
the FMCG business and has an MBA from Harvard
Business School. She retires by rotation and her
reappointment is in line with statutory requirements.
18-Sep-2020 EMAMI LTD. AGM Management
Reappoint Priti Sureka (DIN
00319256) as Whole Time Director for
a period of five years from 30 January
2020 and fix her remuneration
For For
Priti Sureka part of the promoter group. She was paid Rs.
12. 1 mn in FY20, which amounted to 40 times the
median employee remuneration. The median employee
pay increased by 2. 3% during the year, while Priti
Sureka’s pay increased by 12. 5%. Her proposed pay of
Rs. 13. 5 mn is in line with peers and commensurate with
the size and scale of operations.
18-Sep-2020 EMAMI LTD. AGM Management
Ratify remuneration of Rs.150,000
payable to V. K. Jain & Co. as cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditor is reasonable compared to the size and scale of
the company’s operations.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been analysed and discussed.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Confirm dividend on preference
sharesFor For
The company paid dividend at 6% per annum on
preference shares of face value Rs. 10. 0. During the
year, the total outflow of the dividend paid on these
shares amounted to Rs. 708. 9 mn.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Declare a final dividend of Rs. 0.3 per
share of face value Re 1.0 eachFor For
FY20 per share dividend of Rs. 0. 30 is significantly lower
than the Rs. 30 dividend per share paid in FY19. The total
dividend outflow for 2020 is Rs. 288. 0 mn. The dividend
pay-out ratio for 2020 is 3. 9%. This is significantly lower
than the targeted payout ratio outlined in the company’s
dividend policy. Even so, we recognize that the
company’s need to conserve cash to buffer for the
possibility of additional write-offs and manage the
unforeseen shocks of the COVID-19 pandemic.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Reappoint Ashok Kurien (DIN:
00034035) as Non-Executive Non-
Independent Director
For Against
Ashok Kurien, 70, is considered founder and promoter of
Zee Group. While ZEEL has in the past hinted at his
reclassification to non-promoter, it has not made any
requisite regulatory filings or sought shareholder
approval for the same, which is why we continue to
consider him as promoter. We believe he is accountable
for the losses on account of related party transactions as
well as governance concerns outlined by previous
independent directors – these concerns have resulted in
a significant erosion in shareholder wealth. Ashok Kurien
is a member of the audit committee. Promoter equity
was reduced to 4. 8% on 30 June 2020. We believe the
board must professionalize the management and having
the erstwhile promoters on the board may impede the
directors’ ability to take hard decisions.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Ratify remuneration of Rs. 300,000
(plus service tax and out of pocket
expenses) for Vaibhav P Joshi &
Associates, as cost auditors for the
financial year ending 31 March 2020
For For
The total remuneration paid to the cost auditors in FY20
is reasonable compared to the size and scale of
operations.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Appoint R Gopalan (DIN: 01624555)
as Independent Director for three
years from 25 November 2019 till 24
November 2022
For For
R. Gopalan, 68, is Retired IAS Officer and a Member of
Public Enterprises Selection Board. He holds a master’s in
public administration and management from Harvard
University and MA in Economics from Boston University.
He is designated as Chairperson of the board. His
appointment is in line with the statutory requirements.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Appoint Piyush Pandey (DIN:
00114673) as Independent Director
for three years from 24 March 2020
till 23 March 2023
For For
Piyush Pandey, 64, is the Executive Chairperson at Ogilvy
& Mather India and former Chief Creative Officer
Worldwide of Ogilvy & Mather. His appointment is in line
with the statutory requirements.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Appoint Ms. Alicia Yi (DIN: 08734283)
as Independent Director for three
years from 24 April 2020 till 23 April
2023
For For
Ms. Alicia Yi, 54, is Vice Chairperson of the Global
Consumer Market at Korn Ferry International and
Founder and former Managing Partner at Carrots
Consulting. She holds a BA in Economics from
Northwestern University, Illinois and attended YPO
Presidents Program at Harvard Business School Executive
Education. Her appointment is in line with the statutory
requirements.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Reappoint Punit Goenka (DIN:
00031263) as MD & CEO for five years
from 1 January 2020 and fix his
remuneration
For For
Although from promoter family, Mr Punit Goenka has
been been able to manage the operations of the
business very effectively resulting into reporting best in
the industry margins. Thus, recommend to vote for the
resolution.
18-Sep-2020ZEE ENTERTAINMENT
ENTERPRISES LTD.AGM Management
Approve payment of commission to
Non-Executive Director not exceeding
1% of net profits for five years from
FY21
For For
Historically, Zee Entertainment has paid from 0. 1% to 0.
3% of net profit as commission to non-executive
directors in the past five financial years. We expect the
commission paid to non-executive directors to remain
within that range. As profits grow, we expect board to
set a cap in absolute terms on the commission payable.
19-Sep-2020 ZYDUS WELLNESS LTD. EGM Management
Approve issuance of 2.13 mn equity
shares to Zydus Family Trust
(promoter) on a preferential basis, to
raise Rs. 3.5 bn
For For
The company proposes to raise funds ~Rs. 3. 5 bn by
issuance of 2. 13 mn equity shares at Rs. 1643. 1 each to
Zydus Family Trust (promoter) on a preferential basis.
The issue price is the floor price arrived at through the
SEBI ICDR regulations. The proposed infusion by the
promoters will result in a dilution of ~3. 5% dilution for
existing shareholders. In FY19 Zydus Wellness had
acquired Heinz India Private Ltd. ’s business for a
valuation of USD 666 million (Rs. 46. 7 bn). The
acquisition brought brands such as Complan, Glucon D
and Nycil; two manufacturing facilities and a network of
more than 800 distributors and 20,000 wholesalers in 29
States into the company. The acquisition was partly
funded through the issuance of NCDs. Of Rs. 15. 0 bn.
The company now needs funds to repay/redeem the said
NCDs, which carry a high interest rate of ~9. 14% per
annum. Given the high quantum of existing debt, fund
raise through issuance of equity will improve its capital
structure and credit metrics.
19-Sep-2020 ZYDUS WELLNESS LTD. EGM Management
Issue of equity shares, preference
shares or other equity-linked
securities aggregating up to Rs 7.5 bn
by way of public issue or preferential
issue including QIP
For For
To raise Rs. 7. 5 bn at current market price of Rs. 1650. 0
per share, the company will need to issue ~4. 54 mn
equity shares. This will result in equity dilution of ~7% of
the expanded post–issue share capital of the company
(after accounting for Resolution #1). In FY19 Zydus
Wellness had acquired Heinz India Private Ltd. ’s
business for a valuation of USD 666 million (Rs. 46. 7 bn).
The acquisition brought brands such as Complan, Glucon
D and Nycil; two manufacturing facilities and a network
of more than 800 distributors and 20,000 wholesalers in
29 States into the company. The acquisition was partly
funded through the issuance of NCDs. Of Rs. 15. 0 bn.
The company now needs funds to repay/redeem the said
NCDs, which carry a high interest rate of ~9. 14% per
annum. Given the high quantum of existing debt, fund
raise through issuance of equity will improve its capital
structure and credit metrics.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM Management
Confirm interim dividend of Rs. 4.25
per equity share of face Rs.10 each
for FY20
For For
The total dividend for FY20 is Rs. 4. 25 per equity share,
compared to Rs. 9. 25 per share paid in FY19. The total
outflow on account of dividend is Rs. 47. 0 bn. On
account of lower standalone profits, the dividend payout
ratio is at 357. 6% for FY20.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM Management
Reappoint G. K. Satish (DIN:
06932170) as Director, liable to retire
by rotation
For For
G. K. Satish, 58, is Director (Planning & Business
Development) and has served on the board for the past
four years. He attended 100% of board meetings in FY20.
He retires by rotation and his reappointment is in line
with the statutory requirements.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM Management
Reappoint Gurmeet Singh (DIN:
08093170) as Director, liable to retire
by rotation
For For
Gurmeet Singh, 59, is Director (Marketing) and has
served on the board for the past two years. He attended
100% of board meetings in FY20. He retires by rotation
and his reappointment is in line with the statutory
requirements.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM Management
Appoint Shrikant Madhav Vaidya
(DIN: 06995642) as Whole-time
Director and to designate him as
Chairperson from 14 October 2019
For For
Shrikant Madhav Vaidya, 57, is a Chemical Engineer from
the National Institute of Technology, Rourkela. He has
over three decades of extensive experience in refining
and petrochemicals operations. He had a decade-long
association with Panipat Naphtha Cracker Complex, a
major driver of Indian Oil’s petrochemicals business. His
proposed remuneration and tenure are not disclosed:
remuneration in public sector enterprises is usually not
high. He was paid a remuneration of Rs. 2. 4 mn from 14
October 2019 to 31 March 2020. As a good practice, we
expect PSE’s to disclose the terms of appointment
including tenure and proposed remuneration to its
shareholders through the AGM notice.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM Management
Appoint Ms. Lata Usendi (DIN:
07384547) as Independent Director
for a term of three years from 6
November 2019
For For Doesn't impact the normal operations of the business.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM Management
Approve increase in borrowing limits
and for creation of charge on the
assets of the company to Rs.1.65 tn
from Rs. 1.10 tn
For For
IOCL’s borrowings currently stand at Rs. 1. 1 tn on 31
March 2020, with a Debt/Equity ratio of 1. 2x and
Debt/EBITDA ratio of 6. 1x. The outstanding credit rating
for the company is CRISIL AAA/Stable/A1+ which
denotes the highest degree of safety on timely servicing
of financial obligations. Due to weak financial
performance in FY20 mainly on account of large
inventory losses coupled with subdued margins in
refining as well as in petrochemical segments, the
internal accruals were muted this year. IOC may need to
raise additional meet its capex as well as working capital
requirements. As the company has almost exhausted its
current borrowing limits, we support the resolution.
Further, company seeks to create a charge on its assets
to raise incremental debt: secured debt usually carries a
lower interest cost than unsecured debt. IOCL should
consider splitting the borrowing and creation of charge
as separate resolutions, while seeking shareholders’
approval.
21-Sep-2020 INDIAN OIL CORPN. LTD. AGM ManagementRatify the remuneration of Rs. 2.02
mn payable to cost auditors for FY21For For
The total remuneration of Rs. 2. 02 mn is reasonable
compared to the size and scale of operations.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The financial results have been discussed and analysed.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Confirm interim dividend of Rs. 5.96
and declare final dividend of Rs. 4.04
per equity share of face value Rs. 10.0
for FY20
For For
The total dividend for FY20 is Rs. 10. 0 per equity share,
compared to Rs. 8. 33 per share paid in FY19. The total
outflow on account of dividend is Rs. 58. 7 bn and the
dividend payout ratio is 54. 3% for FY20.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Reappoint Ms. Seema Gupta (DIN:
06636330) as Director, liable to retire
by rotation
For For
Ms. Seema Gupta, 58, has served as Executive Director
(Operations) of Power Grid Corporation since March
2018. She attended 91% of board meetings in FY20. She
was additionally given charge of Executive Director
(Finance) from 30 September 2019 to 4 July 2020. She
retires by rotation and her reappointment is in line with
the statutory requirements.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Authorise board to fix remuneration
of joint statutory auditors to be
appointed by the Comptroller and
Auditor General of India for FY21
For For
For state-owned enterprises, the auditors are appointed
by the Comptroller and Auditor General (CAG) of India.
Their remuneration, however, is decided by the board
and approved by shareholders. The consolidated audit
fees in FY20 aggregated Rs. 15. 0 mn, which is
reasonable given the size of the company. We expect the
board to remain judicious in deciding audit fees.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Appoint Vinod Kumar Singh (DIN:
08679313) as Director (Personnel)
from 1 February 2020
For For
Vinod Kumar Singh, 57, has been associated with Power
Grid since 1992. Prior to his appointment as Director
(Personnel), he was Senior General Manager (HRD). His
proposed remuneration and tenure are not disclosed:
remuneration in public sector enterprises is usually not
high. As a good practice, we expect PSE’s to disclose the
terms of appointment including tenure and proposed
remuneration to its shareholders through the AGM
notice. His appointment is in line with the statutory
requirements.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Appoint Mohammed Taj Mukarrum
(DIN: 08097837) as Director (Finance)
from 4 July 2020
For For
Mohammed Taj Mukarrum, 58, started his career in 1984
as an Executive Trainee in NTPC Limited. At Power Grid
he has worked at various project sites & regional
headquarters across the country & corporate office. His
proposed remuneration and tenure are not disclosed:
remuneration in public sector enterprises is usually not
high. As a good practice, we expect PSE’s to disclose the
terms of appointment including tenure and proposed
remuneration to its shareholders through the AGM
notice. His appointment is in line with the statutory
requirements.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Ratify remuneration of Rs. 250,000
for Dhananjay V. Joshi & Associates
and Bandyopadhyaya Bhaumik & Co.
as joint cost auditors for FY21 and
approve additional remuneration of
Rs. 12,500 for Dhananjay V. Joshi &
Associates., the lead cost auditor for
consolidated of cost audit reports
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
22-Sep-2020POWER GRID CORPN. OF
INDIA LTD.AGM Management
Approve private placement of non-
convertible debentures
(NCDs)/bonds/other debtsecurities
aggregating to Rs.100.0 bn in up to 20
tranches
For For
The proposed issuance will be within the approved
borrowing limit of Rs. 1,800 bn for the company. Power
Grid’s debt programs are rated CRISIL AAA/Stable/CRISIL
A1+, which denotes highest degree of safety regarding
timely servicing of financial obligations. Power Grid has
estimated a capex of Rs. 100. 0 -150. 0 bn for FY21. They
plan to finance the capex through a debt- equity mix of
70:30 and will therefore need to raise additional debt.
Power Grid expects the interest yields on proposed
borrowings to be comparable to the interest rates of
prevailing interest rates of AAA rated corporate bonds.
22-Sep-2020 G A I L (INDIA) LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
22-Sep-2020 G A I L (INDIA) LTD. AGM Management
Confirm interim dividend of Rs. 6.4
per equity share of face value Rs. 10.0
each
For For
The total dividend outflow for FY20 is Rs. 35. 4 bn
compared to Rs. 21. 8 bn in FY19. The dividend payout
ratio is 53. 5% in FY20 vs 36. 1% in FY19.
22-Sep-2020 G A I L (INDIA) LTD. AGM Management
Reappoint Ashish Chatterjee (DIN:
07688473) as Director liable to retire
by rotation
For For Doesn't impact the normal operations of the business.
22-Sep-2020 G A I L (INDIA) LTD. AGM Management
Reappoint A. K. Tiwari (DIN:
07654612) as Director (Finance) liable
to retire by rotation
For For
A. K. Tiwari, 58, joined the board of GAIL (India) Ltd. As
Director (Finance) on 1 December 2018. He was
previously the Officer on Special Duty & Executive
Director (Finance) in GAIL and was head of the Finance &
Accounts department. He is a cost accountant by
education. He has attended 100% (14 out of 14) of board
meetings in FY20. He retires by rotation. His
reappointment is in line with statutory requirements.
22-Sep-2020 G A I L (INDIA) LTD. AGM Management
Authorise the board to fix
remuneration of joint statutory
auditors appointed by the
Comptroller and Auditor General of
India for FY21
For For
The Comptroller & Auditor General of India (C&AG)
appoints the statutory auditors. As per Section 142 of
the Companies Act, 2013, shareholder approval is
required to authorize the board to fix the remuneration
of statutory auditors at appropriate level. The total audit
fee of Rs. 7. 3 mn (excluding travelling and out of pocket
expenses) in FY20 is commensurate with the size and
complexity of the company: we expect audit fees in FY21
to be in same range.
22-Sep-2020 G A I L (INDIA) LTD. AGM Management
Appoint E. S. Ranganathan (DIN:
07417640) as Director (Marketing)
liable to retire by rotation from 1 July
2020 on terms and conditions set out
by the Government of India
For For
E. S. Ranganathan, 57, replaces Gajendra Singh as
Director (Marketing). He has experience of 35 years in
leading, managing and implementing large projects and
business solutions in the Oil and Gas sector. He has
worked as Executive Director (Corporate O&M) and
General Manager (Projects) in GAIL (India) Ltd. Before
joining his current role, he was the MD of Indraprastha
Gas Limited. He is an Instrumentation & Control Engineer
with an MBA specializing in Marketing. He is liable to
retire by rotation. His proposed remuneration is not
disclosed: remuneration in public sector enterprises
(PSE) is usually not high. As a good governance practice,
we expect PSE’s to disclose the proposed appointment
terms including proposed remuneration to its
shareholders through the AGM notice. His appointment
is in line with all statutory requirements.
22-Sep-2020 G A I L (INDIA) LTD. AGM ManagementRatify remuneration of Rs. 2.3 mn to
as cost auditors for FY20For For
The board seeks to ratify payment to the following as
cost auditors: Ramanath Iyer & Co. , New Delhi for
Northern Region, Banyopadhyaya Bhaumik & Co. ,
Kolkata for Northern & Eastern Region, A. C. Dutta & Co.
, Kolkata for Southern Region, Musib & Company,
Mumbai for Western Region Part-I, N. D. Birla & Co. ,
Ahmedabad for Western Region Part-II and Sanjay Gupta
& Associates, New Delhi for Central Region for the year
ended 31 March 2020 on a total remuneration of Rs. 2. 3
mn, plus applicable taxes and out-of-pocket expenses.
The remuneration is reasonable compared to the size
and scale of operations.
22-Sep-2020 G A I L (INDIA) LTD. AGM Management
Ratify related party transaction of Rs.
209.3 bn for FY20 (based on actual
transactions during FY20 including
shareholders’ approval for Rs. 202.5
bn) and approve a related party
transaction limit of Rs. 194.2 bn for
FY21 with Petronet LNG Ltd.
For For
GAIL holds 12. 5% stake in Petronet LNG Ltd. GAIL
procures cargoes and re-gasified Liquified Natural Gas
from Petronet LNG. GAIL also uses regasification facilities
of Petronet LNG (Located at Dahej, Gujarat and Kochi,
Kerala). In the 2019 AGM, GAIL had taken shareholder
approval to undertake transactions aggregating Rs. 202.
5 bn with Petronet LNG for FY20. However, this pre-
approved limit was breached and the transactions
aggregated Rs. 209. 3 bn in FY20. Accordingly, the
company seeks approval for excess related party
transactions of Rs. 6. 7 bn with Petronet LNG for FY20
which is mainly due to foreign exchange fluctuations. In
addition, GAIL is also seeking approval for related party
transaction limit of Rs. 194. 2 bn for FY21 with Petronet
LNG. The transactions are in the ordinary course of
business and at arm’s length pricing. Further, the
company has estimated the value of transactions for
FY21 and the approval is valid for FY21.
23-Sep-2020 COAL INDIA LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForThe financial results have been analysed and discussed
internally.
23-Sep-2020 COAL INDIA LTD. AGM Management
Confirm interim dividend of Rs.12.0
per equity share of Rs.10 each, as
final dividend
For For
The total outflow on account of dividend, including
dividend tax is ~Rs. 89 bn. The dividend payout ratio is
78. 9% vs 92. 8% in the previous year.
23-Sep-2020 COAL INDIA LTD. AGM ManagementReappoint Binay Dayal (DIN:
07367625) as DirectorFor For
Binay Dayal, 58, is Director (Technical) and has been on
the board since 11 October 2017. He has attended 95%
of the board meetings held in FY20. He retires by
rotation and his reappointment is in line with statutory
requirements.
23-Sep-2020 COAL INDIA LTD. AGM ManagementCreate a board position for Director
(Business Development)For For
The company proposes to add another board level post
to drive the company’s future business, increase
revenues, identify and develop new business
opportunities and build and expand the company’s
presence in local and global markets. We recognize the
additional operating flexibility provided by the creation
additional board position and expect shareholder
approval to be sought once a specific director is
identified. To accommodate this appointment, the
company will need to create another independent
director position (it currently has two on its board, with
five positions to be filled up), to comply with board
composition norms. After the board addition, there will
be 16 director positions: Coal India’s current Articles of
Association allow a size of 15 unless approved by special
resolution. It is unclear if approval for a board size
increase is being sought via this resolution.
Notwithstanding, given the size of the company and the
need for the increased focus on business development,
we support the resolution.
23-Sep-2020 COAL INDIA LTD. AGM Management
Appoint Pramod Agarwal (DIN:
00279727) as Director designated as
Chairperson and Managing Director
from 1 February 2020
For For
Pramod Agarwal, 57, is being appointed as Chairperson
and Managing Director, Coal India Limited from 1
February 2020 till 30 June 2023 or until further orders
are received from the Ministry of Coal. He is an IAS
Officer and has over 28 years of experience. He was the
Former Principal Secretary for Madhya Pradesh and
Former MD, Madhya Pradesh Finance Corporation.
While he is not liable to retire by rotation, his
reappointment as executive director will require periodic
shareholder approval. His proposed remuneration is not
disclosed except for the fact that it will be in the scale of
Rs. 200,000 to Rs. 370,000 per month: remuneration in
public sector enterprises (PSE) is usually not high. As a
good governance practice, we expect PSEs to disclose
the proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. His appointment is in line with all statutory
requirements.
23-Sep-2020 COAL INDIA LTD. AGM Management
Appoint V K Tiwari (DIN: 03575641) as
Non-Executive Non-Independent
Director from 29 November 2019
For For
V K Tiwari, 58, is being appointed as a nominee director
of Ministry of Coal. He is the Additional Secretary,
Ministry of Coal, Government of India. He is an Indian
Forest Service Officer and has held multiple positions in
the central government including that of former Joint
Secretary, Ministry of Tribal Affairs. He has attended all
board meetings held during his tenure in FY20. He is
liable to retire by rotation and his appointment is in line
with statutory requirements.
23-Sep-2020 COAL INDIA LTD. AGM Management
Appoint S N Tiwary (DIN: 07911040)
as Director designated as Director
(Marketing) from 1 December 2020
For For
S N Tiwary, 58, is being appointed as Director
(Marketing), Coal India Limited from 1 December 2020
till 30 April 2022 or until further orders are received from
the Ministry of Coal. He has over 33 years of experience
with Coal India Limited and was the General Manager –
Marketing and Sales in his previous role. He is liable to
retire by rotation. His proposed remuneration is not
disclosed except for the fact that it will be in the scale of
Rs. 180,000 to Rs. 340,000 per month: remuneration in
public sector enterprises (PSE) is usually not high. As a
good governance practice, we expect PSEs to disclose
the proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. His appointment is in line with all statutory
requirements.
23-Sep-2020 COAL INDIA LTD. AGM Management
Appoint Ms. Yatinder Prasad (DIN:
08564506) as Non-Executive Non-
Independent Director from 24 August
2020
For For
Ms. Yatinder Prasad, 58, is being appointed as a nominee
director of the Ministry of Coal. She is a Joint Secretary
and Financial Advisor, Ministry of Tribal Affairs,
Government of India. She was the Former Director
General, Comptroller & Auditor General of India. She is
liable to retire by rotation and her appointment is in line
with statutory requirements.
23-Sep-2020 COAL INDIA LTD. AGM Management
Ratify remuneration of Rs.400,000
paid to Dhananjay V. Joshi &
Associates, cost accountants for FY20
For ForThe total remuneration paid to the cost auditors is
reasonable compared to the size and scale of operations.
24-Sep-2020 N T P C LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The results ave been analysed and discussed internally.
24-Sep-2020 N T P C LTD. AGM Management
Confirm interim dividend of Re. 0.5
per equity share and declare final
dividend of Rs. 2.65 per share
For For
The total outflow on account of dividend is Rs. 31. 2 bn.
The dividend payout ratio is 31. 8% v/s 55. 6% in the
previous year.
24-Sep-2020 N T P C LTD. AGM Management
Fix remuneration of statutory
auditors to be appointed by the
Comptroller and Auditor General
(C&AG) of India for FY21
For For
For FY20, audit remuneration was Rs. 20. 3 mn. The
amount is commensurate with the size and complexity of
the company: we expect audit remuneration in FY21 to
be in same range. The Statutory Auditors of NTPC for
FY21 are yet to be appointed by the C&AG. The company
has not disclosed the audit fees payable in FY21 which is
a mandatory requirement under Regulation 36 (5) of
SEBI’s LODR. While we understand that the company is
awaiting communication from C&AG regarding auditor
appointment and remuneration, we believe that since
NTPC Ltd is a listed company it must disclose the
proposed auditor remuneration to shareholders.
24-Sep-2020 N T P C LTD. AGM Management
Appoint Anil Kumar Gautam (DIN:
08293632) as Director (Finance) from
18 October 2019
For For
Anil Kumar Gautam, 58, is being appointed as Director
(Finance) from 18 October 2020 till superannuation or
until further orders are received from the Ministry of
Power. He has over 36 years of professional experience
in the Power Sector. He is liable to retire by rotation.
There are no disclosures regarding his remuneration,
however, remuneration in public sector enterprises (PSE)
is usually not high. As a good governance practice, we
expect PSEs to disclose the proposed appointment terms
including proposed remuneration to its shareholders
through the AGM notice. His appointment is in line with
all statutory requirements.
24-Sep-2020 N T P C LTD. AGM Management
Appoint Ashish Upadhyaya (DIN:
06855349) as Government Nominee
Director from 22 January 2020, not
liable to retire by rotation
For For Not material.
24-Sep-2020 N T P C LTD. AGM Management
Appoint Dillip Kumar Patel (DIN:
08695490) as Director (Human
Resources) from 1 April 2020
For For
Dilip Kumar Patel, 56, is being appointed as Director
(Human Resources) from 1 April 2020 till superannuation
or until further orders are received from the Ministry of
Power. He has over 30 years of professional experience
in the Human resources. He had been Head of HR at
various projects of NTPC such as NSPCL Bhilai, Sipat, and
Tanda for about 13 years. He is liable to retire by
rotation. There are no disclosures regarding his
remuneration, however, remuneration in public sector
enterprises (PSE) is usually not high. As a good
governance practice, we expect PSEs to disclose the
proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. His appointment is in line with all statutory
requirements.
24-Sep-2020 N T P C LTD. AGM Management
Appoint Ramesh Babu V (DIN:
08736805) as Director (Operations)
from 1 May 2020
For For
Ramesh Babu, 56, is being appointed as Director
(Operations) from 1 May 2020 till superannuation or
until further orders are received from the Ministry of
Power. He has over 32 years of professional experience
in the Power Sector. He joined NTPC in 1981 and has
been with the company since. He is liable to retire by
rotation. There are no disclosures regarding his
remuneration, however, remuneration in public sector
enterprises (PSE) is usually not high. As a good
governance practice, we expect PSEs to disclose the
proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. His appointment is in line with all statutory
requirements.
24-Sep-2020 N T P C LTD. AGM Management
Appoint Chandan Kumar Mondol
(DIN: 08535016) as Director
(Commercial) from 1 August 2020
For For
Chandan Kumar Mondol, 57, is being appointed as
Director (Commercial) from 1 August 2020 till
superannuation or until further orders are received from
the Ministry of Power. He has over 35 years of
professional experience in the Power Sector. He joined
the company in 1984. He is liable to retire by rotation.
There are no disclosures regarding his remuneration,
however, remuneration in public sector enterprises (PSE)
is usually not high. As a good governance practice, we
expect PSEs to disclose the proposed appointment terms
including proposed remuneration to its shareholders
through the AGM notice. His appointment is in line with
all statutory requirements.
24-Sep-2020 N T P C LTD. AGM Management
Appoint Ujjwal Kanti Bhattacharya
(DIN: 08734219) as Director (Projects)
from 28 August 2020
For For
Ujjwal Kanti Bhattacharya, 56, is being appointed as
Director (Projects) from 28 August 2020 till
superannuation or until further orders are received from
the Ministry of Power. He has over 35 years of
professional experience in the Power Sector. He joined
the company in 1984. He is liable to retire by rotation.
There are no disclosures regarding his remuneration,
however, remuneration in public sector enterprises (PSE)
is usually not high. As a good governance practice, we
expect PSEs to disclose the proposed appointment terms
including proposed remuneration to its shareholders
through the AGM notice. His appointment is in line with
all statutory requirements.
24-Sep-2020 N T P C LTD. AGM Management
Approve alterations to the Objects
Clause of Memorandum of
Association of the company
For For
The company intends to increase the scope of its
business activities. As part of Government of India’s
initiative to promote adoption of e-vehicles, the GoI is
providing incentives for electric vehicles under Faster
Adoption and Manufacturing of Hybrid and Electric
Vehicles (FAME) scheme. The company intends to
venture into products relating to e-Mobility, waste to-
energy, manufacturing of value-added products from fly
ash, gypsum etc. And sea water desalination. The
proposed diversification is in an unrelated business and
may pose execution and several other business risks.
Nevertheless, we believe it is the board’s and
management’s prerogative to decide on business
diversifications. The draft MoA is available to the
company’s website.
24-Sep-2020 N T P C LTD. AGM ManagementApprove alterations to the Articles of
Association of the companyFor For
The company’s AoA is currently based on Companies
Act, 1956. The company intends to bring it in line with
the Companies Act, 2013 and SEBI Listing Obligation and
Disclosure Requirements) Regulation 2015. The changes
are procedural in nature. The draft AoA is available to
the company’s website.
24-Sep-2020 N T P C LTD. AGM ManagementRatify remuneration of Rs. 4.1 mn
payable to as cost auditors for FY21For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
24-Sep-2020 N T P C LTD. AGM Management
Private placement of non-convertible
debentures/bonds aggregating to
Rs.150 bn
For For
The borrowing limit of the company of Rs. 2. 0 trillion
was approved by shareholders in the 2019 AGM. NTPC’s
debt programmes are rated which denote the highest
level of safety with regard to timely servicing of financial
obligations.
24-Sep-2020 M R F LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For ForThe financial results have been analysed and discussed
internally.
24-Sep-2020 M R F LTD. AGM ManagementDeclare final dividend of Rs. 94.0 per
equity share of Rs. 10.0 eachFor For
The company paid two interim dividends of Rs. 3. 0 each
and proposes to pay a final dividend of Rs. 94. 0 per
equity share, a total of Rs 100. 0 per share (Rs. 60. 0 in
FY19 and FY18). The total dividend for FY20, including
interim dividend and dividend tax on interim dividend is
Rs. 424. 2 mn and dividend payout ratio is 3. 1%.
24-Sep-2020 M R F LTD. AGM Management
Reappoint Varun Mammen (DIN:
07804025) as Director, liable to retire
by rotation
For For
Varun Mammen, 38, is part of the promoter family and
Whole-time Director of the company. He attended 100%
of the board meetings in FY20. His reappointment as
director, liable to retire by rotation, meets all statutory
requirements.
24-Sep-2020 M R F LTD. AGM Management
Reappoint Ms. Cibi Mammen (DIN:
00287146) as Director, liable to retire
by rotation
For For
Ms. Cibi Mammen, 49, is part of the promoter family and
Non-Executive Director of the company. She attended
75% of the board meetings in FY20. Her reappointment
as director, liable to retire by rotation, meets all
statutory requirements. Given that Ms. Cibi Mammen is
on the board of 9 other unlisted companies, the board
must ascertain her ability to devote sufficient time to her
responsibilities as a non-executive director of MRF
Limited.
24-Sep-2020 M R F LTD. AGM Management
Approve remuneration of Rs. 840,000
payable to C. Govindan Kutty, cost
auditor for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of the company’s operations.
24-Sep-2020 MAHANAGAR GAS LTD AGM Management
Adoption of financial statements and
report of board of directors and
auditors for the year ended 31 March
2020
For For Nothing objectionable.
24-Sep-2020 MAHANAGAR GAS LTD AGM Management
Confirm interim dividend of Rs. 9.5
per equity share and declare a final
dividend of Rs. 10.5 per equity share
and special dividend of Rs.15.0 per
equity share
For For
The dividend per share for FY20 aggregates to Rs. 35 per
share. The total dividend outflow for FY20 is Rs. 3. 6 bn
and the dividend pay-out ratio is 46. 0% vs 43. 5 % in
FY19.
24-Sep-2020 MAHANAGAR GAS LTD AGM ManagementReappoint Sanjib Datta (DIN:
07008785) as DirectorFor For
Sanjib Datta, 57, is the Managing Director and was
appointed in the 2018 AGM. His appointment is in line
with statutory requirements.
24-Sep-2020 MAHANAGAR GAS LTD AGM Management
Ratify remuneration of Rs. 345,000
payable to M/s. Dhananjay V. Joshi &
Associates, as cost auditors for FY21
For For
The remuneration proposed to be paid to the cost
auditor in FY21 is reasonable compared to the size and
scale of operations.
24-Sep-2020 MAHANAGAR GAS LTD AGM Management
Approve related party transactions
aggregating Rs. 25.0 bn in FY22 with
GAIL (India) Limited and Petronet LNG
Limited
For For
In FY20, the company purchased and transported gas
aggregating Rs. 13. 5 bn from related parties. Similar
transactions are likely in FY21 aggregating to Rs. 25. 0 bn
for which approval was taken in the 2019 AGM.
Mahanagar Gas currently seeks approval for FY22 for an
amount upto Rs 25. 0 bn. The proposed transactions are
in ordinary course and at arm’s length.
24-Sep-2020 MAHANAGAR GAS LTD AGM Management
Appoint Syed S. Hussain (DIN:
00209117) as Independent Director
for a period of three years from 09
September 2019
For For
Syed S Hussain, 70, is a retired IAS officer and former
Vice-Chairperson and Managing Director of CIDCO. In his
career he has held various positions in the government.
Given his exposure to various departments of the
government, he is well versed with the workings of the
government. His appointment is in line with statutory
requirements.
24-Sep-2020 MAHANAGAR GAS LTD AGM Management
Reappoint Radhika Haribhakti (DIN:
02409519) as Independent Director
for a period of three years from 05
March 2020
For For
Ms. Radhika Haribhakti, 63, is the head of RH Financial
(Advisory firm). She was appointed as Independent
Director in 2017 AGM. She attended 83% of the board
meetings held in FY20. Her reappointment is in line with
regulations.
24-Sep-2020 MAHANAGAR GAS LTD AGM Management
Appoint Manoj Jain (DIN: 07556033)
as Non-Executive - Non-Independent
Director, liable to retire by rotation
For For
Manoj Jain, 57, is the Chairperson and Managing director
of GAIL (India) Limited, a promoter company. He has
been with GAIL for over 34 years and is well versed in
the areas of business development, projects, O&M,
petrochemicals, pipeline integrity management and
marketing. His appointment is in line with statutory
regulations.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
together with the reports of the
Board of Directors and Auditors
thereon
For For Nothing objectionable.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Reappoint Puneet Chhatwal (DIN:
07624616) as Director, liable to retire
by rotation
For For
Puneet Chhatwal, 56, represents the promoter group
and has served on the board for the past three years. He
attended 100% of the meetings in FY20. He is liable to
retire by rotation and his reappointment is in line with
statutory requirements.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Reappoint Giridhar Sanjeevi (DIN:
06648008) as Director, liable to retire
by rotation
For For
Giridhar Sanjeevi, 57, represents the promoter group
and has served on the board for the past three years. He
attended 100% of the meetings in FY20. He is liable to
retire by rotation and his reappointment is in line with
statutory requirements.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Appoint Ms. Dinaz Noria (DIN:
00892342) as Independent Director
for a term of five years from 25 June
2020 to 24 June 2025
For For
Ms. Dinaz Noria, 57, is the founder and principal of 3D-
Design & Décor by Dinaz, which provides wedding décor
and planning services. Her firm is located in Hyderabad
and manages events in India and overseas. Ms. Dinaz has
a Bachelors’ degree in Arts from Osmania University,
Hyderabad and a PG Diploma in travel and tourism from
Sophia Polytech, Mumbai. Her appointment meets all
statutory requirements.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Reappoint D R Kaarthikeyan (DIN:
00327907) as Independent Director
for another term of five years from 4
August 2020 to 3 August 2025
For For Doesn't impact the normal operations of the business.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Reappoint M B N Rao (DIN:
00287260) as Independent Director
for another term of five years from 4
August 2020 to 3 August 2025
For For Doesn't impact the normal operations of the business.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Reappoint Ms. Indira Krishna Reddy
(DIN: 00005230) as Managing Director
for another term of five years from 25
April 2020 and fix her remuneration
as minimum remuneration
For Against
Ms. Indira Krishna Reddy, 72, represents the promoter
group and is currently designated as the Managing
Director of the company. She has served on the board
for the past 20 years. She received Rs. 40. 0 mn as
remuneration in FY20, which is high at ~11. 1% of PBT.
Her remuneration for FY21 is estimated at Rs. 40. 2 mn.
Which is higher to peers, not commensurate with the
overall performance of the company and substantial
portion is fixed in nature. Further, her remuneration
structure is open-ended, with no cap on her commission
or her overall remuneration.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Approval for waiver of recovery of the
excess remuneration aggregating to
Rs 27.8 mn paid to Ms. Indira Krishna
Reddy for FY20
For Against
Indira Krishna Reddy received Rs. 40. 0 mn as
remuneration in FY20. Of this, Rs. 27. 8 mn is in excess of
limits as per Schedule V of the Companies Act, 2013, and
needs shareholders’ approval. Her remuneration of Rs.
40. 0 mn paid in FY20 is high at ~11. 1% of PBT. Her
remuneration is higher to peers, not commensurate with
the overall performance of the company and substantial
portion is fixed in nature. We expect boards to be
sensitive to the current difficulties of the environment,
especially the hospitality industry, while setting
executive remuneration.
24-Sep-2020TAJ G V K HOTELS &
RESORTS LTD.AGM Management
Approval for waiver of recovery of the
excess remuneration aggregating to
Rs. 14.9 mn paid to Ms. Shalini
Bhupal, Joint Managing Director for
FY20
For Against
Ms. Shalini Bhupal, 57, represents the promoter group
and is currently designated as the Joint Managing
Director of the company. She received Rs. 27. 0 mn as
remuneration in FY20. Of this, Rs. 14. 9 mn is in excess of
limits as per Schedule V of the Companies Act, 2013, and
needs shareholders’ approval. Her remuneration of Rs.
27. 0 mn paid in FY20 is high at ~7. 5% of PBT. Her
remuneration is higher to peers, not commensurate with
the overall performance of the company and substantial
portion is fixed in nature. We expect boards to be
sensitive to the current difficulties of the environment,
especially the hospitality industry, while setting
executive remuneration.
24-Sep-2020 APOLLO TYRES LTD. Postal Ballot Management
Appoint Vishal Mahadevia (DIN:
01035771) as a Non-Executive Non-
Independent Director liable to retire
by rotation
For For
Vishal Mahadevia, 47, is currently the Managing
Director, Head of India, and member of the Executive
Management Group at Warburg Pincus. He is being
appointed on the board of the company as per the
investment agreement between the company and
Emerald Sage Investment Ltd. (group company of
Warburg Pincus) through which Warburg Pincus is
entitled to appoint a Director on the board of Apollo
Tyres Ltd. His appointment is in line with statutory
requirements.
24-Sep-2020 APOLLO TYRES LTD. Postal Ballot Management
Approve issuance of Non-Convertible
Debentures (NCDs) on a private
placement basis up to Rs. 10.0 bn
For For
The company proposes to borrow up to Rs. 10. 0 bn
through issue of secured/unsecured NCDs on private
placement basis in one or more tranches for a period of
one year within the overall borrowing limit of Rs. 65. 0
bn (on a standalone basis). On 31 March 2020, the
company’s outstanding consolidated borrowings
aggregated Rs. 67. 6 bn and Debt to Equity ratio was 0. 7.
The company’s outstanding credit ratings are CRISIL
AA+/Stable/CRISIL A1+ and IND AA+/Stable/IND A1+,
which denote high degree of safety regarding timely
servicing of financial obligations. The company proposes
to use the additional funds for growth, capital
expenditure and for general corporate purposes.
24-Sep-2020 APOLLO TYRES LTD. Postal Ballot ManagementApprove amendment and adopt a
new set of Articles of AssociationFor Against
The company proposes to amend the existing Articles of
Association (AoA) in order to reflect various rights as set
out in the investment agreement between Apollo Tyres
Ltd. And Emerald Sage Investment Ltd and in order to
align the existing articles with several amendments
made in the provisions of the Companies Act, 2013. We
raise concern over Clause 102. 1 in Part A of the AoA,
where Onkar S. Kanwar and Neeraj Kanwar, Chairperson
and Vice Chairperson respectively, are not liable to retire
by rotation - we do not favour permanent board
representation by virtue of non-retiring directorship.
Although both Onkar Kanwar and Neeraj Kanwar hold
executive directorships and their reappointments will
require shareholder approval, they will have board
permanency should one or both of them decide to
become non-executive. These clauses do not give
shareholders the chance to vote on director (re)
appointments.
24-Sep-2020 APOLLO TYRES LTD. Postal Ballot Management
Approve issuance of 6.34% 54.0 mn
compulsorily convertible preference
shares (CCPS) aggregating Rs. 5.4 bn
on a preferential basis to Emerald
Sage Investment Ltd.
For For
The company received shareholders’ approval for
issuance of 108. 0 mn CCPS aggregating to Rs. 10. 8 bn in
the February 2020 EGM. The company based on the
amendment agreement executed with Emerald Sage
Investment Ltd. (EGIL) on 21 April 2020 divided the issue
of 108. 0 mn CCPS into two equal tranches. The first
tranche of 54 mn CCPS were allotted on 22 April 2020.
The proposed resolution seeks approval to allot the
second tranche of 54 mn CCPS. There have been no
changes in the structure of the issuance. With the
issuance of Tranche 2 CCPS, there will be a dilution of 9.
9% post conversion of preference shares into equity. The
equity raise will help the company to pare debt and
improve its capital structure.
24-Sep-2020 APOLLO TYRES LTD. Postal Ballot Management
Approve revision in remuneration
upto a maximum of Rs. 60 mn for
Satish Sharma (DIN: 07527148) as
Whole-time director for FY21
For For
The company is seeking the approval of shareholders for
payment of an overall remuneration up to a maximum
amount of Rs. 60. 0 mn for FY21, exceeding the limits
specified in Schedule V, keeping in view his existing
remuneration, if the company’s profit becomes
inadequate due to the Covid-19 pandemic. He received a
remuneration of Rs. 58. 1 mn during FY20 based on the
Company’s policy on variable pay, which amounted to
67x the median employee remuneration. He was paid Rs.
51. 6 mn in FY19 (not as a board member), which
amounted to 68. 8x the median employee remuneration.
His proposed remuneration is higher than some of the
peers, however it is commensurate to the size and
complexity of the business. We also take into account
that Satish Sharma is an industry veteran and his skills
and experience carry a market value. Notwithstanding,
we expect the company to be judicious with the pay
going forward.
24-Sep-2020 APOLLO TYRES LTD. Postal Ballot Management
Reappoint Vinod Rai (DIN: 00041867)
as an Independent Director for five
years from 9 February 2021
For For
Vinod Rai, 72, is the Former Comptroller and Auditor
General of India. He holds a Master’s degree in
Economics from the University of Delhi, and Masters in
Public Administration from Harvard University. He is also
an IAS Officer. He was the former MD of Kerala State Co-
operative Marketing Federation and prior to his
appointment as Financial Services Secretary, he was an
Additional Secretary in the Banking Division of the
Finance Ministry. He has been on the board of the
company since 9 February 2016. He has attended 100%
(5 out of 5) board meetings held in FY20. His
reappointment is in line with statutory requirements.
25-Sep-2020 INDUSIND BANK LTD. AGM ManagementAdoption of financial statements for
the year ended 31 March 2020For For
The financial results have been analyzed and discussed
internally.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Reappoint Arun Tiwari (DIN:
05345547) as director liable to retire
by rotation
For For
Arun Tiwari, 63, was Chairman & Managing Director of
Union Bank of India from December 2013 to June 2017.
Prior to that, he was Executive Director of Allahabad
Bank from June 2012 to December 2013. While he was
appointed as Independent director on the board of
IndusInd Bank in August 2018, the bank now proposes to
appoint him as part-time non-executive chairperson and
has reclassified him as non-executive director liable to
retire by rotation. His reappointment is in line with all
statutory requirements.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Reappoint Haribhakti & Co. LLP as
statutory auditors for FY21 and fix
their remuneration at Rs 21.0 mn
For For
Haribhakti & Co. LLP replaced S. R. Batliboi & Co. LLP (of
the Ernst & Young Group) as the statutory auditors in the
AGM of 2019. The bank proposes to reappoint them for
one year at a proposed audit fee of Rs 21. 0 mn for FY21.
It is reasonable given the size and scale of operations of
the bank. Total auditor fee for FY20 was Rs 24. 1 mn.
Their appointment is in line with statutory requirements.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Appoint Arun Tiwari (DIN: 05345547)
as Part-time Non-Executive Chairman
from 31 January 2020 upto 30 January
2023 and to fix his remuneration
For For
IndusInd Bank proposes to appoint Arun Tiwari as part
time non-executive Chairperson for a period of three
years. The proposed remuneration of Rs 3. 0 mn in
addition to sitting fees and commission (paid to all non-
executive directors) is in line with the size and scale of
operations of the bank and comparable to peers in the
industry.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Appoint Sumant Kathpalia (DIN:
01054434) as Managing Director &
CEO for three years from 24 March
2020
For For
Sumant Kathpalia’s fixed remuneration for FY21 as
proposed by the bank is Rs 75. 1 mn. We estimate the
total proposed remuneration to be ~ 133. 5 mn including
variable pay and fair value of stock options granted. The
proposed remuneration is higher than peers, but we
recognize that ~56% of this remuneration (as per our
estimates) is variable and linked to profits. The
remuneration structure will be as per RBI guidelines and
will be approved by the RBI. As a good practise, we
expect IndusInd Bank to disclose all components of the
proposed remuneration, both fixed and variable
(including ESOPs). As the compensation structure
includes commission and incentives, the NRC should
consider a cap on them. The NRC must also provide
disclosures on performance metrics used to benchmark
commission and incentive-linked remuneration, to
provide greater clarity.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Appoint Sanjay Khatau Asher (DIN:
00008221) as Independent Director
for four years from 10 October 2019
For For Not material.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Appoint Bhavna Gautam Doshi (DIN:
00400508) as Independent Director
for four years from 14 January 2020
For For Not material.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Reappoint Shanker Annaswamy (DIN:
00449634) as Independent Director
for four years from 12 January 2020
For For
Shanker Annaswamy, 64, was Managing Director of IBM
India Pvt. Ltd. From July 2004 to December 2012. He was
President and Chief Executive Officer of GE Medical
Systems, (South Asia), before that. He was appointed as
Independent Director on the board of the bank in
January 2016. His reappointment is in line with statutory
requirements.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Reappoint Dr. T. T. Ram Mohan (DIN:
00008651) as Independent Director
for four years from 12 May 2020
For For
Dr. T. T. Ram Mohan, is a professor at IIM Ahmedabad.
He has also been Divisional Manager, Tata Economic
Consultancy Services, Head of Strategy, Standard
Chartered Bank, India, Vice President Bear Stearns, Hong
Kong, and Head of Research, Birla Marlin Securities. He
was appointed as Independent Director on the board of
the bank in May 2016. His reappointment is in line with
statutory requirements.
25-Sep-2020 INDUSIND BANK LTD. AGM Management
Approve issuance of debt securities
up to Rs. 200.0 bn on private
placement basis
For For
The issuance of debt securities on private placement
basis will be within the bank’s proposed borrowing limit
of Rs 750 bn.
25-Sep-2020 INDUSIND BANK LTD. AGM ManagementApprove modification to ESOS
Scheme 2007For For
The Employee Stock Option Scheme 2007 was approved
by shareholders in September 2007 under the SEBI (ESOP
and ESPS) Guidelines, 1999. The bank proposes to
modify the ESOS 2007 to align the scheme, with the
latest amendments in the Companies Act, 2013 and SEBI
Regulations. On modification, the title of the ESOS 2007
will be changed to IndusInd Bank Employees Stock
Options Scheme, 2020 (ESOS 2020). An aggregate of
43,376,336 options (6. 25% of the paid-up capital), have
been granted till 31 March 2020 under the scheme.
Although the scheme does not definitively articulate the
exercise price, in the past IndusInd Bank has granted all
stock options at market price. The changes proposed to
the ESOS 2007 scheme are mainly to bring the scheme in
line with Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014. There will
be minimal impact on the profitability of the bank.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Reappoint Manoj Kumar Varma (DIN:
08308714) as Director liable to retire
by rotation
For For
Manoj Kumar Varma, 58, is Executive Director (Power).
He is a Mechanical Engineering Graduate from SGSITS,
Indore and has done his MBA in Marketing from Bhopal
University. He was appointed to the board on 19
December 2018. He retires by rotation and his
reappointment is in line with statutory requirements.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Reappoint Kamalesh Das (DIN:
08376769) as Director liable to retire
by rotation
For For
Kamalesh Das, 57, is Executive Director (Engineering,
Research and Development). He is an Engineering
Graduate from Calcutta University and has a Post
Graduate Diploma in Management. He started his career
at BHEL as an Engineer Trainee in 1982. He was
appointed to the board on 1 March 2019. He retires by
rotation and his reappointment is in line with statutory
requirements.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Fix remuneration of statutory
auditors to be appointed by the
Comptroller and Auditor General of
India for FY21
For For
As per Section 139 (5) read with Section 142 (1) of the
Companies Act, 2013, the auditors of a government
company are appointed by the Comptroller and Auditor
General of India and their remuneration is fixed by the
shareholders in the AGM. The CAG has appointed 7
auditors and proposed audit remuneration is Rs 8. 0 mn
for FY21, which is commensurate with the size and scale
of operations. The company paid an overall
remuneration of Rs 17. 9 mn in FY19 and 17. 0 mn FY20
to statutory auditors.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Ratify remuneration of Rs. 1.5 mn
payable to as cost auditors for FY21For For
The company has appointed seven cost auditors/firms.
The total remuneration proposed to be paid to the cost
auditors is reasonable compared to the size and scale of
operations.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Appoint Shashank Priya (DIN:
08538400) as Director liable to retire
by rotation from 4 October 2019
For For
Shashank Priya, 54, is a civil servant belonging to 1988
batch of the Indian Revenue Service (Customs and GST).
He is additional Secretary and Financial Advisor in
Ministry of Commerce & Industry. He has worked on GST
issues in various capacities like Joint Secretary, GST
Council, Additional Director General (GST) and
Commissioner, GST. He is being appointed as a nominee
of the Government of India. He will be liable to retire by
rotation. He has attended 2 of 3 meetings since his
appointment. His appointment is in line with statutory
requirements.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Appoint Anil Kapoor (DIN: 08587329),
as Director liable to retire by rotation
from 15 October 2019 upto 31
January 2022 on the terms and
conditions set out by the Government
of India
For For
Anil Kapoor, 58, is Executive Director (Human
Resources). He is an Electrical Engineering Graduate
from IIT Roorkee. He has completed a certificate course
on Statistical Quality Control & Operations Research
from Indian Statistical Institute, Madras. He started his
career with BHEL as engineer trainee. Prior to becoming
Director (HR), he was heading the HR Function of BHEL
as Executive Director (HR &CC) Corporate Office. His
remuneration in the scale of Rs. 0. 18 mn to Rs. 0. 34 mn
per month on terms and conditions approved by the
Government of India: remuneration in public sector
enterprises (PSE) is usually not high. As a good
governance practice, we expect PSEs to disclose the
proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. His appointment is in line with all statutory
requirements.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Appoint Raj Kamal Bindal (DIN:
07423392), as Independent Director
for three years from 31 January 2020
till 27 January 2023
For For
Raj Kamal Bindal, 45, is a consultant who has served the
Ministry of Railways and Ministry of Housing and Urban
Affairs in Government of India, Governments of the
States of Chhattisgarh and Rajasthan, Government of
Bangladesh, World Bank, International Finance
Corporation, DfID UK and Asian Development Bank etc.
During his employment with Ernst & Young India,
Deloitte Touche Tohmatsu India, ICRA Management
Consulting and ICAI Accounting Research Foundation. His
appointment is in line with statutory requirements.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Appoint Manish Kapoor (DIN:
02405818), as Independent Director
for three years from 31 January 2020
till 27 January 2023
For For Doesn't impact operations of the company.
28-Sep-2020BHARAT HEAVY
ELECTRICALS LTD.AGM Management
Appoint Amit Mehta (DIN: 08859397)
as Director from 2 September 2020For For Doesn't impact operations of the company.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Confirm interim dividend of Rs.16.5
per equity share of face value Rs.10
each
For For
The total outflow on account of dividend (including
dividend distribution tax) is Rs. 41. 8 bn. The dividend
payout ratio is 155. 6% on a standalone basis.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Reappoint Dr. K Ellangovan (DIN:
05272476) as Non-Executive Non-
Independent Director
For For
Dr. K Ellangovan, 58, is Principal Secretary (Industries),
Government of Kerala. He has attended 81% of the
board meetings held in FY20. He retires by rotation and
his reappointment is in line with statutory requirements.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Authorize the board to fix
remuneration of joint statutory
auditors to be appointed by the
Comptroller and Auditor General of
India for FY21
For For
The Comptroller & Auditor General of India (C&AG)
appoints the statutory auditors. As per Section 142 of
the Companies Act, 2013, shareholder approval is
required to authorize the board to fix the remuneration
of statutory auditors at appropriate level. The total audit
fee paid in FY20 of Rs. 5. 8 mn is commensurate with the
size and complexity of the company; we expect audit
fees in FY21 to be in same range. The company has not
disclosed the audit fees payable in FY21 which is a
mandatory requirement under Regulation 36 (5) of
SEBI’s LODR. While we understand that the company is
awaiting communication from C&AG regarding auditor
appointment and remuneration, we believe that since
BPCL is a listed company, it must disclose the proposed
auditor remuneration to shareholders.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Appoint Rajesh Aggarwal (DIN:
03566931) as Non-Executive Non-
Independent Director from 8 January
2020
For For
Rajesh Aggarwal, 54, is being appointed as a nominee
director of Ministry of Petroleum & Natural Gas. He is
Additional Secretary and Financial Advisor, Ministry of
Petroleum & Natural Gas and Ministry of Corporate
Affairs, Government of India. He has worked in the
Central Government as Joint Secretary, Department of
Financial Services and Director, Jan Dhan Mission in
Tribal Affairs and Skill Development & Entrepreneurship,
and earlier as Director in Election Commission of India. In
the State Government of Maharashtra, he has worked as
IT Secretary and had various other posts. He has also
been Chairperson & Managing Director of National
Insurance Company Ltd. He is liable to retire by rotation
and his appointment is in line with statutory
requirements.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Approve payment of Rs.400,000 as
remuneration to cost auditors, R
Nanabhoy & Co and G R Kulkarni &
Associates, for FY21
For For
The total remuneration proposed to be paid to the cost
auditors is reasonable compared to the size and scale of
operations.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Ratify related party transactions with
63.4% subsidiary Bharat Oman
Refineries Limited for FY20 and
approve transactions for FY21
For For
BPCL owns 63. 4% equity in Bharat Oman Refineries
Limited (BORL), while Oman Oil Company holds the
remaining stake. BPCL proposes to ratify transactions
with BORL) for purchase of goods (crude oil, MS, HSD,
LPG, Naphtha, SKO, ATF, project materials, etc), sale of
goods (crude oil, lubricants, etc), and interest income on
loans, rendering/receiving of services, canalizing
commission, demurrage, port charges, employee
deputation, lease rental, etc amounting to Rs. 456. 5 bn
in FY20. The company also expects similar transactions in
FY21 aggregating to Rs. 529. 6 bn. These transactions are
in the ordinary course and determined on an arm’s
length basis.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Grant of up to 43.4 mn equity shares
under BPCL Employee Stock Purchase
Scheme 2020 (BPCL ESPS 2020)
For For
Under the scheme, the shares will be issued at 33. 33%
or 66. 67% of prevailing market price, with each eligible
employee receiving up to 9,000 shares at the maximum.
The shares will be subject to a lock-in period of one year.
While we do not encourage grant of shares at a discount,
the remuneration levels in public sector undertakings is
usually low. Further, a stock purchase scheme will help
align the interests of employees with overall company
performance. We expect the scheme will be offered in a
structured manner and not to a handful of senior
management.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Extend the BPCL Employee Stock
Purchase Scheme 2020 (BPCL ESPS
2020) to Whole-time Directors of
subsidiary companies who are on lien
with the company
For For
Through this resolution, the company seeks to extend
the benefits of the scheme to Whole-time directors of
subsidiary companies who are on lien with the company.
Since employees on lien to BPCL contribute to the
performance of BPCL, we support the resolution. Our
view on this resolution is linked to Resolution 8.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Approve secondary acquisition of
shares through trust route for
implementation of BPCL Employee
Stock Purchase Scheme 2020 (BPCL
ESPS 2020)
For For
Through this resolution, the company seeks to
implement BPCL ESPS 2020 via trust mechanism – the
trust will acquire shares via secondary acquisition from
the market. Our view on this resolution is linked to
Resolution 8.
28-Sep-2020BHARAT PETROLEUM
CORPN. LTD.AGM Management
Extend loan/financial assistance to
trust for secondary acquisition of
shares under BPCL Employee Stock
Purchase Scheme 2020 (BPCL ESPS
2020)
For For
Through this resolution, the company seeks to provide
loan/financial assistance to the trust in order to purchase
shares via secondary acquisition from the market. Our
view on this resolution is linked to Resolution 8.
28-Sep-2020SBI CARDS AND
PAYMENT SERVICES LTD.AGM Management
Adoption of financial statements,
report of board of directors and
auditors for the year ended 31 March
2020
For For The results have been discussed internally.
28-Sep-2020SBI CARDS AND
PAYMENT SERVICES LTD.AGM Management
Confirm interim dividend of Re. 1 per
equity share (face value Rs. 10)For For
The company has paid an interim dividend of Re. 1. 0 per
share for the year ended 31 March 2020. The total
dividend outflow is Rs. 1. 0 bn. The dividend pay-out
ratio is 8. 1%.
28-Sep-2020SBI CARDS AND
PAYMENT SERVICES LTD.AGM Management
Authorise the board to fix
remuneration of statutory auditors
appointed by the Comptroller and
Auditor General of India for FY21
For For
The Comptroller & Auditor General of India (C&AG)
appoints the statutory auditors. As per Section 142 of
the Companies Act, 2013, shareholder approval is
required to authorize the board to fix the remuneration
of statutory auditors at appropriate level. The C&AG has
appointed Ramanand Aiyar & Co as auditors for FY21.
The total audit fee of Rs. 5. 4 mn (excluding travelling
and out of pocket expenses) in FY20 is commensurate
with the size and complexity of the company: we expect
audit fees in FY21 to be in same range.
28-Sep-2020SBI CARDS AND
PAYMENT SERVICES LTD.AGM Management
Reappoint Sunil Kaul (DIN: 05102910),
as a Non-Executive Non- Independent
Director, liable to retire by rotation
For For
Sunil Kaul, 60, on the board since December 2017, is the
Managing Director and Head of the financial services
industry of Carlyle Asia Partners and concurrently heads
the south-east Asia business of the Carlyle group. He is
the nominee director of C A Rover Holdings, which
owned 15. 9% of the company’s equity on 30 June 2020.
During FY20, he attended 100% of the board meetings
held. He retires by rotation and his reappointment is in
line with regulations.
28-Sep-2020SBI CARDS AND
PAYMENT SERVICES LTD.AGM Management
Approve Article 33(ii) (b) and (c) and
Article 37(ii) (b) of the Articles of
Association (AOA)
For For
The AOA articles with respect to the right of investor
shareholders holding 10% or more to nominate a
director and SBI’s right to nominate Executive Directors
namely Managing Director, CEO and Chief Financial
Officer are not detrimental to the interests of
shareholders. , With respect to SBI’s right to nomination
of the Chairperson, given the nature of directorship is
not liable to retire by rotation, we draw comfort that the
position will most likely be ex-offico and will be held by
an SBI employee. The current SBI Chairperson, Rajnish
Kumar, is the nominee Chairperson of SBI Cards. The
company must consider making the revised AoA
available on its website.
28-Sep-2020SBI CARDS AND
PAYMENT SERVICES LTD.AGM Management
Appoint Ashwini Kumar Tewari (DIN
No. 08797991) as Managing Director
and CEO for a period of two years
from 01 August 2020
For For
Ashwini Kumar Tewari, 52, has been with State bank of
India since 1991. At SBI, he has served in various
leadership roles and till recently he was Country Head of
the US Operations of SBI. His proposed remuneration at
Rs. 4. 8 mn is lower than peers. The company must
disclose the performance targets on which his
performance bonus will be based.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM ManagementDeclare final dividend of Rs. 2.8 per
equity share of face value Rs. 2.0 eachFor For
The total dividend outflow for FY20 is Rs. 2. 0 bn. The
dividend payout ratio is 17. 2% in FY20 vs 25. 7% in FY19.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Reappoint R. P. Natekar (DIN:
07858989) as Director liable to retire
by rotation
For For
R. P. Natekar, 58, is Executive Director – Planning &
Corporate Affairs at BPCL. He is the representative of
promoter BPCL on board of the company. He has been
on the board since 14 January 2019. He has attended
70% (7 out of 10) board meetings in FY20. We expect
directors to take their responsibilities seriously and
attend all board meetings. We have a threshold of 75%
attendance of the board meetings in the three years
prior to reappointment. His reappointment is in line with
statutory requirements.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Authorise the board to fix
remuneration of statutory auditors,
Datta Singla & Co. appointed by the
Comptroller and Auditor General of
India for FY21
For For
The Comptroller & Auditor General of India (C&AG)
appoints the statutory auditors. As per Section 142 of
the Companies Act, 2013, shareholder approval is
required to authorize the board to fix the remuneration
of statutory auditors at appropriate level. The total audit
fee of Rs. 5. 5 mn (excluding travelling and out of pocket
expenses) in FY20 is commensurate with the size and
complexity of the company: we expect audit fees in FY21
to be in same range.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Appoint P. K. Gupta (DIN: 01237706)
as Chairperson from 1 July 2020 liable
to retire by rotation
For For
P. K. Gupta, 59, was nominated by GAIL (India) Limited as
Director and Chairperson. Currently, he is Director (HR)
in GAIL (India) Limited. He has a B. Tech. In Mechanical
Engineering. His appointment is in line with statutory
requirements.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Reappoint and ratify remuneration to
E. S. Ranganathan (DIN: 07417640) as
Managing Director, not liable to retire
by rotation, from 1 May 2020 to 15
June 2020 and fix his remuneration
For For
E. S. Ranganathan’s tenure was extended as Managing
director by GAIL with effect from 1 May 2020 to 15 June
2020. He shall receive remuneration as per his service
terms from GAIL and the company in turn will reimburse
GAIL. We estimate his remuneration from 1 May 2020 to
15 June 2020 to be Rs. 1. 5 mn. His pay is comparable to
peers and commensurate to the size and complexity of
the business.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Appoint Asit Kumar Jana (DIN:
03452799) as Whole-time director
from 16 June 2020
For For
Asit Kumar Jana, 58, has represented GAIL in
development of BIS standard on gas turbines as Subject
Matter Expert and has developed various policies and
procedures in GAIL (India) Ltd. He has done his
graduation in Production Engineering. His appointment
is in line with statutory requirements. Although, he is not
liable to retire by rotation, we recognize that he is being
appointed as an Executive Director for a fixed tenure and
will come up for reappointment in April 2022.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Appoint Asit Kumar Jana (DIN:
03452799) as Managing Director from
16 June 2020 to 31 March 2022, not
liable to retire by rotation, and fix his
remuneration
For For
We estimate Asit Kumar Jana’s remuneration to be Rs.
11. 9 mn (annualized) based on the FY20 remuneration
of his predecessor, E. S. Ranganathan and taking into
account the same year-on-year growth as witnessed in
FY20. He shall receive remuneration as per his service
terms from GAIL and the company will in turn reimburse
GAIL. Although, he is not liable to retire by rotation, we
recognize that he is being appointed as an Executive
Director for a fixed tenure and will come up for
reappointment in April 2022. The company should have
made better disclosure on his proposed remuneration
for the tenure of his reappointment.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Appoint Ms. Manisha Saxena (DIN:
01289071) as Director liable to retire
by rotation from 21 July 2020
For For
Ms. Manisha Saxena, 48, was nominated as director by
Government of NCT of Delhi. She is an IAS Officer and
presently holds the position of Secretary and
Commissioner (Transport) in Govt. Of NCT of Delhi. Her
appointment is in line with statutory requirements.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Approve remuneration of Rs. 250,000
to Ramanath Iyer & Co., as cost
auditor for FY21
For For
The proposed remuneration to be paid to the cost
auditor is Rs. 250,000 plus out of pocket expenses with a
cap of 10% of the fees, cost of travel on actuals and
applicable taxes. The total remuneration proposed to be
paid to the cost auditors in FY21 is reasonable compared
to the size and scale of operations.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Ratify related party transactions of Rs.
11.7 bn with GAIL (India) Limited for
FY20
For For
The company purchased APM gas worth Rs. 11. 7 bn for
NCT of Delhi in FY20 from GAIL (under a contract), at a
price determined by Government of India. The purchases
under this contract exceeded 10% of the annual turnover
of the company as per FY20 financial statements. The
transactions were in the ordinary course of business.
28-Sep-2020 INDRAPRASTHA GAS LTD. AGM Management
Approve alteration of Memorandum
of Association (MoA) and adoption of
a revised set of Articles of Association
(AoA)
For For Nothing objectionable.
28-Sep-2020MOTHERSON SUMI
SYSTEMS LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For The results have been discussed.
28-Sep-2020MOTHERSON SUMI
SYSTEMS LTD.AGM Management
Reappoint Laksh Sehgal (DIN:
00048584) as Director, liable to retire
by rotation
For For
Laksh Sehgal, 38, is part of the promoter family and a
non-executive director. He attended 100% of the board
meetings in FY20. He retires by rotation and his
reappointment is in line with statutory requirements. He
is responsible for the SMRP division of the company as
well as research & development at Motherson
Innovations Company Ltd. , UK. He also supports the
Global Strategic Procurement (GSP) business of the
group based out at Dubai. He received remuneration of
Rs. 75. 4 mn in FY20 from subsidiary companies. This
takes away shareholder’s right to vote on his
remuneration. However, we realise that the
remuneration is structured in such a way since most of
MSSL’s businesses are housed in subsidiaries. Further, his
overall remuneration is reasonable compared to the size
and complexity of the business.
28-Sep-2020MOTHERSON SUMI
SYSTEMS LTD.AGM Management
Reappoint Shunichiro Nishimura (DIN:
08138608) as Director, liable to retire
by rotation
For For
Shunichiro Nishimura, 54, is a nominee of Sumito Wiring
Systems Limited. He attended 100% of the board
meetings in FY20. He retires by rotation and his
reappointment is in line with all statutory requirements.
28-Sep-2020MOTHERSON SUMI
SYSTEMS LTD.AGM Management
Reappoint Naveen Ganzu (DIN-
00094595) as an Independent
Director for five years from 14
October 2020 to 13 October 2025
For For
Naveen Ganzu, 58, is Former MD, MWV India
Paperboards Packing Private Limited. He attended 100%
of the board meetings in FY20. His reappointment as an
Independent director for a second term of five years
meets all statutory requirements.
28-Sep-2020MOTHERSON SUMI
SYSTEMS LTD.AGM Management
Approve remuneration of Rs. 1.375
mn payable to M. R. Vyas and
Associates, cost auditor for FY21
For For
The total remuneration proposed to be paid to the cost
auditors in FY21 is reasonable compared to the size and
scale of the company’s operations.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
Adoption of standalone &
consolidated financial statements for
the year ended 31 March 2020
For For The results ave been analysed and discussed internally.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
To declare dividend of Rs. 8.0 per
equity share (face value Rs. 2.0)For For
The dividend is Rs. 8. 0 per share (face value Rs. 2. 0) as
compared to Rs 7. 6 per share paid in FY19 and total
dividend paid will be Rs 4. 0 bn. The pay-out ratio is 16.
7% v/s 19. 0% in FY19 (which included dividend
distribution tax). As per the Income Tax Act, 1961, as
amended by the Finance Act, 2020, dividend distribution
tax has been abolished with effect from 1 April 2020.
Accordingly, dividend income is taxable in the hands of
the shareholders.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
Reappoint Sanjay Kumar Khemani
(DIN-00072812) as director liable to
retire by rotation
For For
Sanjay Khemani is a practicing Chartered Accountant. He
is senior partner of M. M. Nissin & Co. He is former
Chairman of the Executive Committee of the ARCIL. He
has attended all five board meetings held since his
appointment on 1 July 2019. He retires by rotation. His
reappointment meets all statutory requirements. The
company must disclose why it chose to appoint him as
non-executive director and not as an Independent
Director.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
To issue redeemable Non-Convertible
Debentures on private placement
basis up to Rs. 505.0 bn
For For
The issuance of debt securities on private placement
basis will be within the overall borrowing limit of Rs 3. 0
trillion of the company. LICHFL’s outstanding Non-
Convertible Debentures are rated CRISIL
AAA/Stable/CRISIL A1+, which denotes highest degree of
safety regarding timely servicing of financial obligations.
The NHB has mandated HFCs to bring down their total
borrowings to 12 times their net owned funds (NOF) and
has raised their capital adequacy requirement (CAR) to
15%. Both the revisions are to be undertaken in a phased
manner by FY22. This will ensure a control over the
company’s borrowings.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
Appoint Siddhartha Mohanty (DIN-
08058830) as MD & CEO for five years
from 1 August 2019, not liable to
retire by rotation and to fix his
remuneration
For For
LICHFL proposes to appoint Siddhartha Mohanty as MD
& CEO for five years from 1 August 2019 on payment of
such remuneration as decided by LIC and the board of
LICHFL. He is a nominee of LIC on the board of LICHFL.
Remuneration payable is as applicable to an officer in
the cadre of ED of LIC. He would be entitled for
Productivity Linked Incentive as per criteria approved by
the NRC of LICHFL. No other details of the proposed
remuneration have been provided. His predecessor
Vinay Sah was paid a remuneration of Rs 5. 7 mn in FY19,
Rs 3. 3 mn for 4 months of FY20 (including a PLI) and
Siddhartha Mohanty was paid a remuneration of Rs 2. 7
mn for 8 months of FY20. We believe that there will be
no major change in terms of remuneration to Siddhartha
Mohanty, given the remuneration policy followed by the
LIC Group.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
Reappoint V K Kukreja (DIN-
01185834) as Independent Director
for 5 years from 30 June 2020
For For
V K Kukreja, 68, is a Chartered Accountant. He was first
appointed to the board of LICHFL on 30 June 2015. He is
former Executive Director (Investment- RMR) of LIC. He
retired from the services of LIC on 30 September 2012.
He has attended all 7 board meetings held in FY20. His
reappointment meets statutory requirements.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
Reappoint Ameet Patel (DIN-
00726197) as Independent Director
for 5 years from 19 August 2020
For For
Ameet Patel, 57, is a Chartered Accountant. He is a
partner at Manohar Chowdhry & Associates. His core
practice consists of tax planning, appeals and
representations and Information Technology related
issues. He was first appointed to the board of LICHFL on
19 August 2015. He has attended all 7 board meetings
held in FY20. His reappointment meets all statutory
requirements.
28-Sep-2020L I C HOUSING FINANCE
LTD.AGM Management
Appoint Vipin Anand (DIN-05190124)
as non-executive Director, liable to
retire by rotation from 11 November
2019
For For
Vipin Anand, 59, is MD – LIC of India since 1 April 2019.
He is nominee of promoter, LIC of India on the board of
LICHFL. He has attended both board meetings since his
appointment. His appointment meets all statutory
requirements.
29-Sep-2020H C L TECHNOLOGIES
LTD.AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing Objectionable.
29-Sep-2020H C L TECHNOLOGIES
LTD.AGM Management
Declare final dividend of Rs. 2.0 per
equity share (face value Rs.2.0 per
share) for FY20
For For
The company has proposed a final dividend of Rs. 2. 0
per equity share of face value Rs. 2. 0 per share for FY20.
During the year, the company paid four interim
dividends of Rs. 2. 0 per equity share each on 9 May
2019, 7 August 2019, 23 October 2019 and 17 January
2020. The total interim dividend (including dividend
distribution tax) aggregates to Rs. 16. 24 bn. The final
dividend aggregates to Rs. 5. 43 bn. The total dividend
for FY20 aggregates to Rs. 21. 67 bn. The total dividend
payout ratio is 24. 2% of the standalone PAT.
29-Sep-2020H C L TECHNOLOGIES
LTD.AGM Management
Reappoint Ms. Roshni Nadar
Malhotra (DIN: 02346621) as Director,
liable to retire by rotation
For For
Ms. Roshni Nadar Malhotra is the CEO and Executive
Director of HCL Corporation Private Limited, the holding
company for HCL’s operating companies. She is the
Chairperson of HCL Technologies. She attended all the
meetings held in FY20. She is liable to retire by rotation
and her reappointment is in line with all statutory
requirements.
29-Sep-2020H C L TECHNOLOGIES
LTD.AGM Management
Appoint Mohan Chellappa (DIN:
06657830) as Independent Director
for five years from 6 August 2019 and
approve his continuation on the
board after attaining the age of 75
years
For For
Dr. Mohan Chellappa, 72, serves as the President, Global
Ventures, of Johns Hopkins Medicine International
(JHMI). He is involved in the development of
international clinical consultancy activities and clinical
care programs, implementation of quality systems, and
utilization of IT in healthcare. He is a surgeon by
profession. He serves on the boards of HCL Healthcare
Private Ltd (since 27 September 2013). Therefore, we
consider his tenure to be of 7 years (on account of group
association) and will consider him as non-independent
once his aggregate tenure with the group crosses 10
years. He attended 100% of the meetings held in FY20
since his appointment. Regulations require shareholder
approval via a special majority for Independent Directors
that attain the age of 75 years: we do not consider age
to be a criterion for board directorships. Mohan
Chellappa’s appointment is in line with statutory
requirements.
29-Sep-2020H C L TECHNOLOGIES
LTD.AGM Management
Appoint Simon John England (DIN:
08664595) as Independent Director
for five years from 16 January 2020
For For
Simon John England, 54, has more than 30 years of
experience across the public and private sector; of which
27 years has been with Accenture. He has spent much of
his career working with UK and Global insurers,
healthcare providers, and with the UK Government. He is
a partner in the specialist advisory firm, Garwood
Solutions, providing advisory services to clients in the
professional services, financial services, health, and
technology sectors. He was the Managing Director of
Accenture’s UK and Ireland insurance business and, prior
to that, the UK Healthcare business. He attended 100%
of the meetings held in FY20 since his appointment. His
appointment is in line with statutory requirements.
29-Sep-2020H C L TECHNOLOGIES
LTD.AGM Management
Appoint Shikhar Neelkamal Malhotra
(DIN: 00779720) as Non-Executive
Non-Independent Director, liable to
retire by rotation from 29 September
2020
For For
Shikhar Neelkamal Malhotra, 37, is an Executive Director
and board member of HCL Corporation Private Limited,
the holding company for HCL’s operating companies. He
is the Vice Chairperson & CEO of HCL Healthcare Pvt Ltd
(since 29 May 2013), providing end-to-end healthcare
solutions. He is also a trustee at the Shiv Nadar
Foundation. He is the founding CEO of Shiv Nadar
Schools. In September 2018, he took over the role of the
Pro Chancellor of Shiv Nadar University. He was
appointed as an additional director from 22 October
2019 upto the date of the FY20 AGM. He attended 100%
of the meetings held in FY20 as additional director. The
company proposes to appoint him as Non-Executive Non-
Independent Director from 29 September 2020. His
appointment is in line with statutory requirements.
29-Sep-2020H C L TECHNOLOGIES
LTD.AGM Management
Reappoint Thomas Sieber (DIN:
07311191) as Independent Director
for a second term of five years from
29 September 2020
For For
Thomas Sieber, 58, is the Chairperson of Axpo Holding
AG, the largest national energy provider in Switzerland.
He attended 80% of the meetings held in FY20. His
reappointment as Independent Director for a second
term is in line with statutory requirements.
29-Sep-2020 OIL INDIA LTD. AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
29-Sep-2020 OIL INDIA LTD. AGM Management
Confirm interim dividend of Rs.9.0 per
share and declare a final dividend of
Rs.1.60 per share of face value Rs
10.0 each for FY20
For For
The total dividend payout (including dividend
distribution tax on interim dividend) for FY20 aggregates
to Rs 13. 5 bn. The dividend payout ratio for FY20 was
52. 2% vs 51. 6% in the previous year.
29-Sep-2020 OIL INDIA LTD. AGM Management
Reappoint Biswajit Roy (DIN:
07109038) as Director liable to retire
by rotation
For For
Biswajit Roy, 58, is Director (Human Resources &
Business Development) and has over 37 years of
experience. He has attended 92% of the board meetings
held in FY20. He retires by rotation and his
reappointment is in line with statutory requirements.
29-Sep-2020 OIL INDIA LTD. AGM Management
Authorize the board to fix
remuneration of joint statutory
auditors to be appointed by the
Comptroller and Auditor General of
India for FY21
For For
The Comptroller & Auditor General of India (C&AG)
appoints the statutory auditors: based on stock
exchange filings, the C&AG have approved the
appointment of SRB & Associates and PA & Associates as
joint statutory auditors for FY21. As per Section 142 of
the Companies Act, 2013, shareholder approval is
required to authorize the board to fix the remuneration
of statutory auditors at appropriate level. The total audit
fee of Rs. 9. 9 paid in FY20 is commensurate with the size
and complexity of the company; we expect audit fees in
FY21 to be in same range. The company has not
disclosed the audit fees payable in FY21 which is a
mandatory requirement under Regulation 36 (5) of
SEBI’s LODR. While we understand that the company
may be awaiting communication from C&AG regarding
auditor remuneration, we believe that since Oil India is a
listed company, it must disclose the proposed auditor
remuneration to shareholders.
29-Sep-2020 OIL INDIA LTD. AGM Management
Ratify remuneration of Rs.300,000
payable to Shome & Banerjee as cost
auditors for FY21
For For
The total remuneration proposed to be paid to the cost
auditor is reasonable compared to the size and scale of
the company’s operations.
29-Sep-2020 OIL INDIA LTD. AGM Management
Appoint Harish Madhav (DIN:
08489650) as Director (Finance) from
2 August 2019
For For
Harish Madhav, 56, is being appointed as Director
(Finance) from 2 August 2019. He is a Chartered
Accountant and has over 30 years of experience in Oil
and Gas industry in both upstream and downstream
sectors. He is the former Executive Director (Finance)
and CFO at Oil India’s corporate office. His proposed
remuneration is not disclosed, notwithstanding
remuneration in public sector enterprises (PSEs) is
usually not high: he received Rs. 7. 0 mn as
remuneration in FY20, since his appointment. As a good
governance practice, we expect PSEs to disclose the
proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. He is liable to retire by rotation and his
appointment is in line with all statutory requirements.
29-Sep-2020 OIL INDIA LTD. AGM Management
Appoint Anil Kaushal (DIN: 08245841)
as Independent Director for three
years from 9 August 2019
For For
Anil Kaushal, 58, is Former Member of the Telecom
Commission. He has over four decades of experience and
has held various positions in the Government of India
and BSNL. He is an Indian Telecom Services (ITS) Officer
and holds a B. Tech. In Electronics and MBA in Finance.
His appointment is in line with statutory requirements.
29-Sep-2020 OIL INDIA LTD. AGM Management
Appoint Dr. Tangor Tapak (DIN:
08516744) as Independent Director
for three years from 9 August 2019
For For Doesnt impact the operations of the company.
29-Sep-2020 OIL INDIA LTD. AGM Management
Appoint Gagann Jain (DIN: 08516710)
as Independent Director for three
years from 9 August 2019
For For Doesnt impact the operations of the company.
29-Sep-2020 OIL INDIA LTD. AGM Management
Appoint Sushil Chandra Mishra (DIN:
08490095) as Chairperson and
Managing Director from 1 October
2019 not liable to retire by rotation
For For
Sushil Chandra Mishra, 58, is being appointed as
Chairperson and Managing Director from 1 October
2019. He holds an electronics engineering degree and is
MBA, Finance. He has over 36 years of experience in Oil
India Limited across ERP, strategic planning, E&P
projects, corporate affairs, managing the renewable
energy portfolio and business development. His
proposed remuneration is not disclosed,
notwithstanding remuneration in public sector
enterprises (PSEs) is usually not high: he received Rs. 5. 0
mn as remuneration in FY20 since his appointment. As a
good governance practice, we expect PSEs to disclose
the proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. While he is not liable to retire by rotation, his
reappointment as executive director will require periodic
shareholder approval.
29-Sep-2020 OIL INDIA LTD. AGM Management
Appoint Pankaj Kumar Goswami (DIN:
08716147) as Director (Operations)
from 1 June 2020
For For
Pankaj Kumar Goswami, 56, is being appointed as
Director (Operations) from 1 June 2020. He holds an B. E.
In Mechanical Engineering and a Post Graduate Diploma
in Maintenance Management. He has over 31 years of
experience in Oil and Gas production activities. His
proposed remuneration is not disclosed,
notwithstanding remuneration in public sector
enterprises (PSEs) is usually not high. As a good
governance practice, we expect PSEs to disclose the
proposed appointment terms including proposed
remuneration to its shareholders through the AGM
notice. He is liable to retire by rotation and his
appointment is in line with statutory requirements.
29-Sep-2020
GUJARAT NARMADA
VALLEY FERTILIZERS &
CHEMICALS LTD.
AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
29-Sep-2020
GUJARAT NARMADA
VALLEY FERTILIZERS &
CHEMICALS LTD.
AGM Management Declare dividend of Rs. 5.0 per share For ForThe total dividend for the year amounts to Rs. 0. 8 bn.
The dividend payout is at 17. 7%.
29-Sep-2020
GUJARAT NARMADA
VALLEY FERTILIZERS &
CHEMICALS LTD.
AGM Management
Reappoint Mamta Verma (DIN:
01854315) as a Director liable to
retire by rotation
For For
Ms. Mamta Verma, 48, an IAS Officer is presently the
Secretary to Gujarat Government, Industries & Mines
Department (Tourism, Devsthanam Management &
Pilgrimage). She attended just 2 out of four meetings
held during the year but has attended 77% (10 out of 13)
board meetings held during the past three years. We
expect directors to take their responsibilities seriously
and attend all board meetings. Her reappointment is in
line with the statutory requirements.
29-Sep-2020
GUJARAT NARMADA
VALLEY FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Ms. Gauri Kumar (DIN:
01585999) as an Independent
Director for a term of three years
from 30 September 2023
For For
Ms. Gauri Kumar is a retired IAS officer. She has held
various positions in the Gujarat Government and the
Government of India. Her appointment is in line with
statutory regulations.
29-Sep-2020
GUJARAT NARMADA
VALLEY FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Arvind Agarwal (DIN:
00122921) as a Director liable to
retire by rotation
For For
Arvind Agarwal is a retired IAS officer. He is the former
Managing Director of Gujarat State Financial Corporation
Ltd and Gujarat Industrial Development Corporation
(GIDC). His appointment is in line with statutory
regulations.
29-Sep-2020
GUJARAT NARMADA
VALLEY FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Pankaj Joshi (DIN: 01532892)
as Managing Director for a period up
to five years or until further orders
from Government of Gujarat, and fix
his remuneration
For For
Pankaj Doshi is an IAS officer. He has a B. Tech. In Civil
Engineering, MTech. In Water Resource Engineering
from IIT, New Delhi and M. Phil. In Defense & Strategic
Studies. He has held various positions in the Gujarat
Government. Prior to joining GNFC as Managing
Director, he was the Gujarat Government’s nominee on
the board of Gujarat State Fertilizer & Chemicals Limited.
His proposed remuneration is not disclosed:
remuneration in public sector enterprises is usually not
high.
29-Sep-2020
GUJARAT NARMADA
VALLEY FERTILIZERS &
CHEMICALS LTD.
AGM Management
Ratify FY21 remuneration of
Rs.459,800 to Dalwadi & Associates as
cost auditors
For For
The remuneration to be paid to the cost auditor is
reasonable compared to the size and scale of the
company’s operations.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Adoption of standalone and
consolidated financial statements for
the year ended 31 March 2020
For For Nothing objectionable.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management Declare dividend of Rs. 1.2 per share For For
The company has proposed a final dividend of Rs. 1. 2
per equity share of face value Rs. 2. 0 for the year ended
31 March 2020. The total dividend for the year amounts
to Rs. 0. 5 bn. The dividend payout is at 15. 2%.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Reappoint Sunaina Tomar (DIN
03435543) as a Director liable to
retire by rotation from 1 January 2020
For For
Ms. Sunaina Tomar is the Principal Secretary to the
Energy and Petrochemicals Department, Government of
Gujarat. She is being appointed to replace Pankaj Joshi,
who was the earlier Gujarat Government nominee. She
attended 100% of the board meetings held in FY20
during her tenure. Her reappointment is in line with the
statutory requirements. We recognize that Sunaina
Tomar has ten other board memberships, which is high
given her full-time responsibilities. Nevertheless, several
of these directorships are on boards of state-owned
companies, we expect that these will likely fold into her
job description.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Approve remuneration of Rs. 0.48 mn
for Diwanji & Company as cost
auditors for the financial year ending
31 March 2021
For For
The total remuneration proposed is reasonable
compared to the size and scale of the company’s
operations.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Tapan Ray (DIN 00728682) as
an Independent Director for a term of
five years from the conclusion of this
(58th) AGM
For For
Tapan Ray is a retired IAS officer. He has held various
positions in the Gujarat Government and the
Government of India. He is the former Managing
Director of the Gujarat State Petroleum Corporation
Limited. His appointment is in line with statutory
regulations.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Ravindra Dholakia (DIN
00069396) as an Independent
Director for a term of five years from
the conclusion of this (58th) AGM
For For
Ravindra Dholakia is a retired IIM Ahmedabad professor.
He has provided consultancy to various state and central
governments, public and private sector companies, and
international organizations such as WHO, UNICEF, World
Bank, etc. His appointment is in line with statutory
regulations.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Ms. Gauri Kumar (DIN
01585999) as an Independent
Director for a term of five years from
the conclusion of this (58th) AGM
For For
Ms. Gauri Kumar is a retired IAS officer. She has held
various positions in the Gujarat Government and the
Government of India. Her appointment is in line with
statutory regulations.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Sudhir Kumar Jain (DIN
03646016) as an Independent
Director for a term of five years from
the conclusion of this (58th) AGM
For For
Sudhir Kumar Jain is the Director of Indian Institute of
Technology Gandhinagar (IITGN), which he joined as
founder director in June 2009. He was previously a
faculty member of IIT Kanpur for 35 years. He was
conferred the Padma Shri award by the President of
India in 2020. His appointment is in line with statutory
regulations. Sudhir Kumar is on seven other boards,
including being on the board of another listed company,
which is within regulatory thresholds. Even so, given his
full-time responsibilities as director of IIT-Gandhinagar,
the number of board directorships is relatively high. The
board must satisfy itself that Sudhir Kumar can devote
sufficient time to his responsibilities as an Independent
Director on the board of GSFC.
30-Sep-2020
GUJARAT STATE
FERTILIZERS &
CHEMICALS LTD.
AGM Management
Appoint Arvind Agarwal (DIN
00122921) as Chairperson and
Managing Director for one year up to
6 December 2020 or until further
orders from Government of Gujarat
and fix his remuneration based on the
7th Pay Commission levels
For For
Arvind Agarwal is a retired senior IAS officer of
Government of Gujarat. He was on deputation and
Chairperson and Managing Director (CMD) of GSFC till 30
April 2020 (till attaining the age of superannuation). He
continues on the board as CMD of GSFC till 6 December
2020. He received a remuneration of Rs. 1. 6 mn in FY20
for part of the year (from 7 December 2019 to 31 March
2020). His proposed remuneration will be similar to that
drawn by on officer of the grade of Additional Chief
Secretary to Government. Further, perquisites and other
allowances would also be as per those applicable to an
IAS Officer. Arvind Agarwal’s proposed remuneration
and tenure are not disclosed: remuneration in public
sector enterprises is usually not high.
30-Sep-2020 VEDANTA LTD. AGM Management
Adoption of standalone financial
statements for the year ended 31
March 2020 together with the reports
of the Board of Directors and Auditors
thereon
For For Results have been discussed internally.
30-Sep-2020 VEDANTA LTD. AGM Management
Adoption of consolidated financial
statements for the year ended 31
March 2020 together with the reports
of the Auditors thereon
For For Results have been discussed internally.
30-Sep-2020 VEDANTA LTD. AGM ManagementConfirm interim dividend of Rs.3.9 per
equity share of face value Re. 1 eachFor For
Vedanta paid an interim dividend of Rs. 3. 9 per equity
share in FY20, lower than Rs. 18. 85 paid in FY19, due to
losses on account of a one-time impairment charge on
oil & gas, iron ore, and copper assets. The total outflow
on account of dividend payout aggregates to Rs. 17. 4 bn
including dividend distribution tax. The payout ratio for
the year is negative. Vedanta’s dividend distribution
policy states that it will pay a minimum of 30% of profits
(excluding its share of profits in Hindustan Zinc Limited -
HZL) and the entire dividend from HZL as dividends. HZL,
on 12 May 2020 (the day Vedanta Resources Limited
proposed the delisting) declared an interim dividend of
Rs. 16. 5 per equity share for FY20. Given Vedanta’s
shareholding of 64. 9% in HZL, its share of HZL’s FY20
dividend aggregates to ~Rs. 45 bn, which should have
been distributed to Vedanta’s shareholders as per its
stated policy. However, the company has not paid out a
final dividend to shareholders.
30-Sep-2020 VEDANTA LTD. AGM ManagementReappoint G R Arun Kumar (DIN:
01874769) as DirectorFor For
G R Arun Kumar, 49, is Executive Director and CFO. He
has attended all board meetings in FY20. He retires by
rotation and his reappointment is in line with statutory
requirements.
30-Sep-2020 VEDANTA LTD. AGM Management
Appoint Anil Agarwal (DIN: 00010883)
as Non-Executive Non-Independent
Director, liable to retire by rotation,
from 1 April 2020
For For
Anil Agarwal, 68, is founder, Vedanta Group. He has over
four decades of experience in the mining industry. He is
being appointed on the board as Non-Executive
Chairperson from 1 April 2020, for three years. Following
his appointment to the board, in May 2020 Vedanta
Resources Limited announced its intention to delist
Vedanta Limited. He is liable to retire by rotation. His
appointment is in line with statutory requirements.
30-Sep-2020 VEDANTA LTD. AGM Management
Reappoint Ms. Priya Agarwal (DIN:
05162177) as Non-Executive Non-
Independent Director, liable to retire
by rotation, for three years from 17
May 2020
For For
Ms. Priya Agarwal, 31, is part of the promoter family. She
has been on the board of Vedanta Limited for three
years – the company proposes to reappoint her for three
years from 17 May 2020. She has experience in Public
Relations with Ogilvy & Mather and in Human Resources
with Korn Ferry International. She has done her B. Sc. In
Psychology with Business Management from the
University of Warwick in the UK. She is involved in CSR,
Public Relations and Communications for the group. She
is liable to retire by rotation. Her reappointment is in line
with statutory requirements.
30-Sep-2020 VEDANTA LTD. AGM Management
Reappoint G R Arun Kumar as Whole-
time Director and CFO for two years
from 22 November 2019 and fix his
remuneration
For For
G R Arun Kumar’s FY20 remuneration was Rs. 70. 4 mn,
including the fair value of stock options granted. Around
46% of his FY20 remuneration was variable and linked to
company profits and share price performance. His
estimated remuneration for FY21 is Rs. 86. 1 mn and
could range upto a maximum of Rs. 127. 2 mn, including
stock options. All components of his remuneration have
been capped, with stock options, while issued at a face
value, having performance-based vesting criteria. He is a
professional and his skills carry a market value. Further,
his remuneration is in line with peers and commensurate
with the size and scale of the business.
30-Sep-2020 VEDANTA LTD. AGM Management
Approve remuneration to S
Venkatakrishnan as Whole-time
Director and CEO from 1 April 2019 till
5 April 2020
For For
S Venkatakrishnan was reappointed as WTD and CEO
from 1 March 2019 till 31 August 2021 in the 2019 AGM:
his remuneration was proposed to be paid from Vedanta
Resources Limited, UK, a promoter company. He has
resigned from the group with effect from 5 April 2020.
The company now proposes that 80% of the
remuneration be paid from Vedanta Limited, with the
remaining from Vedanta Resources Limited, UK: there is
no clarity on the reason for the change in structure from
the 2019 AGM. Notwithstanding, we do not encourage
the practice of remuneration being paid from other
group companies: therefore, this structure is an
improvement over the earlier proposal. His overall
remuneration of Rs. 145. 6 mn (excluding other payouts
on resignation amounting to Rs. 101. 8 mn) is a one-time
payout, given his resignation from the board and is
commensurate with the size and complexity of the
business.
30-Sep-2020 VEDANTA LTD. AGM Management
Approve remuneration of Rs.1.9 mn
payable to Ramnath Iyer & Co and
Shome and Banerjee, cost auditors
for FY21
For For
The total remuneration proposed to be paid to the cost
auditors is reasonable compared to the size and scale of
operations.
For Against Abstained
2020-2021 Q1 61 53 6 2
2020-2021 Q2 745 730 10 5
IndiaFirst Life Insurance Company Limited
Summary of Votes cast during the F.Y. 2020-2021
F.Y. QuarterTotal no. of
resolutions
Break-up of Vote decision
Place: MUMBAI
Date: 20/10/2020
Signature of Compliance Officer(Sunder Natarajan)